About CESC Ltd

CESC Limited is a flagship company of the RP-Sanjiv Goenka Group. The Company is an integrated power utility ever since 1899, engaged in the generation and distribution of electricity across 567 square kilometres of its licensed area in Kolkata, Howrah, Hooghly, North and South 24 Parganas in West Bengal and supplying safe, cost effective and reliable electricity to its 3.5 Million customers. The Company is primarily engaged in generation and distribution of electricity. Besides this, it is also running a single retail store in state of Gujarat. Presently, it has three generating stations at Budge Budge, Southern and Titagarh, with a cumulative capacity of 1,125 MW. Through its subsidiary, Noida Power Company Ltd, it distribute power in Greater Noida, Uttar Pradesh with a license area of 335 sq. km. Apart from this, it also operate three Distribution Franchisee (DF) in Rajasthan: Kota, Bharatpur and Bikaner. Outside of the Kolkata operations, Company presently own & operate two thermal power power in licensed area generating 885 MW of power. These are Budge Budge Generating Station (750 MW) and Southern Generating Station (135 MW) within its licensed area. CESC Ltd was incorporated on March 28, 1978 with the name The Calcutta Electric Supply Corporation (India) Ltd. In the year 1983, the company commissioned the Titagarh generating station, with a capacity of 240 MW, which marked the beginning of a new approach to solve the state's power shortage. In January 1, 1987, the company changed their name to CESC Ltd. In the year 1988, the company signed a Memorandum of Understanding (MoU) with the Consultancy & Contracts Division of Neyveli Lignite Corporation for cabling work. A MoU was signed between the Consultancy & Contracts Division and MECON; a public sector consultancy firm to jointly undertake consultancy and construction contracts in power and engineering field both in and outside the India. The 135MW Southern Generating Station was completed in the shortest possible time. The first unit commenced supply in September of the year 1990, followed by the second unit in May of the year 1991. In the year 1991, the company received all statutory clearances for the 500 MW power stations at Budge. In the year 1995, the company promoted a new company under the name of Integrated Coal Mining Pvt Ltd to undertake the work particularly for power companies to be directly involved in mining. In the year 1996, the company had endorsed a new company namely Balagarh Power Company Ltd, for setting up a 1500 MW thermal power station. In the year 1997, The Sunday Times of India gave the highest rating to CESC's Calcutta - 10 out of 10 on the power position, when compared to other metropolitan cities of India. Budge Budge's boiler of the first unit was lighted up on March 30, 1997. The second unit was synchronized on March 6, 1999. In the year 2001, the company's Titagarh Thermal Power Station was awarded the ISO 9002 certification. In the year 2003, Chemithon Engineers Ltd along with Heavy Water Board of the Government started work on development of a process to bring down emission levels at the company. Also, the company unveiled multi-pronged scheme to curb pollution at its thermal power facilities. In the year 2004, Hindustan Lever Ltd made a tie up with the company for sampling of Pepsodent toothpaste. Also, the company made an alliance with PTC. In the year 2005, the company made a tie up with Power Finance Corporation Ltd (PFC) to repay debt and signed a MoU with Government of Jharkhand. In March 21, 2007, the company was awarded a Bronze shield for the outstanding performance of their Budge Budge station amongst all coal and lignite fired power stations in India. During the year 2007-08, Spencer's Retail Limited (SRL), a well established company engaged in the business of operating and managing a large chain of retail stores across India with ambitious growth plans for the future, became a subsidiary company with effect from April 1, 2007 with the company's holding being 94.7% in SRL. During the year 2008-09, the company's Budge Budge Generating Station won the Green Tech Foundation 'Environment Excellence Gold Award'. In February 2010, the third unit of 250 MW at Budge Budge Generating Station was commissioned, together with an associated power evacuation system comprising 89 km of 220 kV double circuit transmission lines. Simultaneously, the 220 kV Eastern Metropolitan Substation with three 160 MVA, 220/132/33 kV transformers was also commissioned. During the year 2010-11, the company formed two subsidiaries, namely Bantal Singapore Pte Ltd and CESC Projects Pvt Ltd. The plant capacity at the Southern Receiving Station was augmented by replacing the existing 55 MVA 132/33 kV transformer with a 75 MVA transformer. They commissioned on new distribution station and the plant capacities at eight other were increased. In 2012, the company has entered into agreements for taking over from Indiabulls Group two hydroelectric power projects of an aggregate capacity of 146 MW in the state of Arunachal Pradesh.For the aforesaid purpose; the company has acquired entire shares of Pachi Hydro Power Projects Limited and Papu Hydropower Projects Limited. RPG Group bought Firstsource solutions there by marking a foothold in IT space. In 2013, the company executed the first 300 MW Thermal Power Unit of 2 X 300 MW project at Chandrapur. Maharashtra by Dhariwal Infrastructure Limited In 2014, the company was awarded, Top Infrastructure Company Award under 'Power Distribution' Category by Dun & Bradstreet Infra Awards 2014. The company also won Asian Power Awards 2014 in the category of Innovative Power Technology of the Year. In 2015, the company signs MoU with Silver Spring for smart grid business. The company won the rights to operate the Pune franchise of the Indian Premier League for a period of two years. The company also launches Mobile App for consumers' convenience. On 20 May 2016, CESC announced that the company has won the bids floated by Jaipur Vidyut Vitaran Nigam Limited (JVVNL) and have been appointed by JVVNL as distribution franchisees for the cities of Kota and Bharatpur in the state of Rajasthan for distribution and supply of electricity for a term of twenty years each. The Solar Power Project, commissioned in January 2016 at Ramnathapuram, Tamil Nadu, was undertaken through Crescent Power Limited, a subsidiary of CESC. On 6 Feb 2017, CESC announced that the company has emerged as the winner of a bid floated by Jodhpur Vidyut Vitran Nigam Limited (JdVVNL) and has been appointed by JdVVNL as the electricity distribution franchisee for the city of Bikaner in the state of Rajasthan for a term of twenty years. In 2017-18, 50,000 installations were carried out to redesign the Service Cut Out and install Moulded Case Circuit Breaker (MCCB) and Miniature Circuit Breaker (MCB) in meter boards. In FY'18-19, to increase the Company's capabilities in servicing the growing energy demand in a space-starved city such as Kolkata, CESC deployed state-of-the-art technologies to convert existing Extra High Voltage (EHV) outdoor substations to indoor GIS substations , with space consolidation for future capacity augmentation and up-gradation to 220 kV. During 2017-18, CESC installed 900 Automatic Power Factor Controllers (APFC) at the secondary (400V) side of distribution transformers (DTs) for improving supply voltages and relieving them. It also installed AMR meters for remote metering of its HT consumers, LT consumers and distribution transformers. By the end of 2017-18, 35,376 AMR meters were installed, including 14,700 for street lighting and 8,254 for DTRs. The Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, amongst the Company and nine other companies and their respective shareholders has been made effective from 1st October, 2017 by the Hon'ble National Company Law Tribunal, Kolkata bench (NCLT), subject to the terms and conditions mentioned in NCLT's Order dated 28 March 2018, except for the demerger of the Generation Undertaking of CESC Limited into Haldia Energy Limited, a wholly owned subsidiary of CESC Limited (the said Demerger). However, the said Demerger proposal has been withdrawn with effect from 14 November 2019 and Haldia Energy Ltd continues to be a wholly owned subsidiary of the Company. During 2019-20, about 1.4 lakh meters were installed on account of new supplies and replacements. CESC provided around 88,000 new connections in 2019-20. During this year, it launched RBL Bank as an additional payment gateway and introduced provision to pay bills for new connections through NEFT/RTGS. In November 2019, DIL had secured a power purchase agreement for 185 MW with MAHAGENCO, which in turn supplies to MSEDCL. Under this agreement, which was valid up to March 31, 2022, power was supplied from Unit I. During the year 2019-20, the Asansol, West Bengal plant generated 195 million units (MU) of power. In January 2019, CESC had won the bid floated by Maharashtra State Electricity Distribution Company Limited (MSEDCL) for a 20-year appointment as a DF for Malegaon Corporation Area under Malegaon Circle of MSEDCL, which commenced operations in 2019-20. As on 31 March 2020, the Company had eighteen subsidiaries including Eminent Electricity Distribution Limited which became a subsidiary of the Company during the financial year under review. As on March 31, 2021, the Company had nineteen subsidiaries including Noida Power Company Limited which became a subsidiary of the Company during the financial year 2020-21. The Company had, voluntarily delisted its equity shares from The Calcutta Stock Exchange Limited with effect from November 23, 2020. In 2020-21, 15,000 and 2,300 saplings were planted at HEL and BBGS respectively, taking total tree plantation at both plants to over one lakh each. HEL has earned the distinction of having over 30% of the plant area under green cover. During 2020-21, about 1.06 lakh meters were installed on account of new supplies and replacements. CESC provided around 67,000 new connections in 2020-21. As on March 31, 2022, the Company had eighteen subsidiaries. During the year 2022, Surya Vidyut Limited (SVL) ceased to be a subsidiary of the Company consequent to sale of SVL's shares to Torrent Power Limited in terms of Share Purchase Agreement executed with them. In 2021-22, distribution infrastructure of 1.5 lakh meters were installed on account of new supplies and replacements, of which over 97,000 were new connections by CESC. The average time taken to provide a new connection was 1-2 days. Around 2,875 smart meters were installed in 2021-22. CESC had installed a 315 kWh Battery Energy Storage System (BESS) in 2020-21 to address frequency regulation, future solar intermittency planning, peak power shaving and supply voltage improvement. During the year 2021-22, Company sold its wind power portfolio to Torrent Power Limited through transfer of its entire shareholding in SVL on March 11, 2022. In February 2022, Dhariwal Infrastructure Limited (DIL) signed a medium term PPA for supply of 210 MW to Railway Energy Management Company Limited in Maharashtra for a period of 3 years. In 2021-22, the company added 7,112 new connections and exchanged another 11,272 meters. During the year 2022-23, the Company commissioned supply of 3 MVA power to Fort Gloster Industries Limited by commissioning of 33 kV feeders and 3-Panel 33 kV SBB GIS at consumer's switchroom. 67 Nos Distribution Transformers (DTs) aggregating 29.81 MVA were added taking installed base to 8786 DTs and 3024 MVA; commissioned 33kV feeders to provide supply to Joka Receiving Substation of Joka-BBD Bag Metro Corridor of Kolkata Metro; Lengths of lines added at different voltage levels were 11.843 ckm at 33 kV, 42.983 ckm at 11 & 6 kV and 129.362 ckm of LT lines. In 2023, two Electric cars were introduced at the Haldia plant. Synchronisation of CESC's system upgraded from 132kV to 220kV, micro-grid at Chakmir substation with 100 kWp Floating Solar PV Plant and 218kWh Battery Energy Storage System (BESS) commissioned in 2022-23. The PWD Division of Chandrapur, Government of Maharashtra, completed construction of a 500 metre M-40 grade concrete road using bottom ash from DIL for partial substitution of natural sand. In 2022-23, the Company commissioned a New Data Centre to augment its IT servicing capabilities. A latest backup solution was introduced to reduce the risk of data loss in case of emergencies. It finalised Business Continuity Plan (BCP) architecture towards enhancement of the disaster and recovery posture of its systems and applications. A state-of-the-art 24x7 Security Operations Centre (SOC) was commissioned. It installed solar rooftops to the tune of 228 kW at its substations and generating stations. At Prinsep Street Substation, a roof top wind turbine of 5.1 kWp was installed with grid connection. Solar panels installed for BBGS Gate complex building. At BBGS, 2 kW solar panels installed for running the air to water project in the canteen. .

CESC Ltd Chairman Speech

Dear Shareholder

After a terrible 2020-21 when the devastating Covid-19 waves, lockdowns and Super Cyclone Amphan affected your Company's operations as well as its financial results, I am happy to share with you that things have returned to normal in 2021-22.

This reversion to normalcy was due to three factors.

First, though the third Omicron wave spread far and wide, its effects were far more muted than its devastating predecessor, the Delta.

Second, though we started late, India's vaccination programme has been a resounding success. As a nation, we have already administered almost 193 crore doses of the vaccine. Over 100 crore people have had their first dose; almost 89 crore have had their second dose; and some 3.4 crore have had their precautionary shot after two doses. In terms of size, scale and sheer geographical spread, it is an achievement of a kind that the world has never seen. The relatively restricted effects of Omicron had much to do with the protection that vaccination gave to our citizens.

The third factor was the speed at which your Company's management and employees re-geared its efforts and work practices to get back to delivering the kind of performance that people associate with CESC. Despite the effects of yet another cyclone — Yaas, which occurred in May 2021 — your Company was much better prepared with the right technology, systems and processes to operate under such stressful conditions. It also ensured 100% vaccination of its permanent and contract employees at the earliest, which further reduced the risks of operating an essential service that supplies 24x7 electricity to 3.5 million customers.

Therefore, despite the challenges of Covid-19 and Cyclone Yaas, your Company reported creditable results for 2021-22. The key features are:

• Total standalone income (including other income) of your Company increased by 5.3% to Rs 7,479 crore in 2021-22. It is to be noted that this growth occurred notwithstanding the fact that electricity tariffs remained unchanged throughout the year.

• Although costs increased in part due to higher fuel costs, profit before taxes (PBT), after incorporating regulatory income, grew by 23.2% to Rs 1,044 crore.

• Profit after taxes (PAT) was H 814 crore in 2020-21 and H 816 crore in 2021-22.

Further details are available in the chapter on Management Discussion and Analysis.

Let me now briefly touch upon some elements of the business performance your Company's (i) Kolkata operations, (ii) other generation projects, and (iii) other distribution ventures.

For the Kolkata operations, your Company generated 10,003 million units (MU), out of which over 98% came from the 750 MW generating station at Budge Budge and the 600 MW generating station at Haldia.

Budge Budge and Haldia have consistently excelled in operating efficiencies, energy conservation, quality systems and processes; and are officially certified with respect to Quality Management Systems, Environment Management Systems, Occupational Health and Safety Management Systems and Energy Management Systems. Moreover, Haldia received the 1st runner-up prize at the 14th CII (ER) Energy Conservation Awards, 2021.

Your Company has set stringent environmental standards for its generation plants. In addition, I am happy to inform you that there are now over one lakh trees planted at both Haldia and Budge Budge; and over 30% of the plant area at Haldia is now under green cover. Our environmental initiatives have been recognised. During the year, Budge Budge won the 15th ICC Environment Excellence Awards (2021) for the Power Sector.

CESC's distribution infrastructure serves 3.5 million customers in Kolkata, Howrah, Hooghly, North and South 24 Parganas. In 2021-22, some 1.5 lakh meters were installed, of which over 97,000 were new connections. The average time taken to provide a new connection was 1-2 days. Distribution losses have consistently reduced over the last few years, and continued to do so in 2021-22.

Your Company has achieved high degree of automation through investments in technology and equipment. It has a fully functional SCADA system along with ring main unit automation and remote terminal unit integration for remote monitoring and control of its network.

My personal favourite for the year has been the introduction of an IoT-based ‘Water level Indicator' in roadside pillar boxes in waterlogged areas to automatically sense inundation and trigger messages to the control room to takepre-emptiveactions.Thiswillensure greater public safety. I was delighted when we won the Independent Power Producers Association of India (IPPAI) Power Awards 2022 for this project.

Outside of the Kolkata operations, your Company has two thermal power projects with a capacity of 600 MW at Chandrapur (Maharashtra) and 40 MW atmospheric fluidised bed combustion power plant in Asansol (West Bengal). In addition, it has an 18 MW DC solar power project at Ramanathapuram (Tamil Nadu). Chandrapur and Ramanathapuram have long term power purchase agreements, while Asansol operates in the merchant power market.

Also, other than the Kolkata operations, your Company has five operational distribution ventures. These are for Greater NOIDA (Uttar Pradesh); Kota, Bharatpur and Bikaner (Rajasthan); and Malegaon (Maharashtra). In 2021-22, together these five serviced almost 7.2 lakh consumers and accounted for electricity sales of 4,965 MU — showing a creditable growth of 13.5% vis-a-vis 2020-21.

I am proud of your Company's human resources and the programmes that it conducts to institutionalise best-in-class HR practices. For instance, in 2021-22 alone, it carried out more than 300 training programmes covering over 6,000 man-days. Its Asia Institute of Power Management, the ISO 9001-2015 certified training and consulting wing of CESC, has established itself in the training of power professionals.

I am delighted to inform you that your Company received the prestigious Great Place to Work (GPTW) Certification for the third time in a row. It also featured among ‘India's 100 Best Companies to Work For' and ‘India's Best Workplaces in Energy, Oil & Gas' by GPTW for 2021.

For all the travails that we have suffered in the recent past, India is set to achieve anywhere between 6% and 7% real GDP for the next five to seven years. That will make it the fastest growing country among all large emerging nations, including China. In such a milieu, one can be confident about growing power demand — and, with it, rising income for your Company.

There is, however, one short- to medium-term constraint. It has to do

30%

over 30% of the plant area at Haldia is now under green cover. Our environmental initiatives have been recognised. During the year, Budge Budge won the 15th ICC Environment Excellence Awards (2021) for the Power Sector.

with rapidly rising cost of fuel — recently brought about by the Russia-Ukraine conflict but also on account of longer term demand-supply factors. In such a scenario, it is vital that power producers and distributors be able to expeditiously pass on purely the element of higher fuel cost through tariffs. Unfortunately, while this forms a part of each power supply contract, we still see reluctance of state governments and regulators to give their assent in a timely manner. This, in turn, negatively affects the financial results of power producers. I hope we will see considerably less of this reluctance in the years to come.

Notwithstanding this limitation, I am optimistic of the future of power generation and distribution in India. As I am of your Company. I, therefore, look forward to an era of even stronger growth, greater revenues and higher shareholder value.

One last comment. Just because the Omicron wave was mild, it doesn't mean that Covid-19 is over. The virus mutates, and we can expect other waves in the future. Therefore, be fully vaccinated. Take your precaution shots. Maintain social distance and sanitation. And wear your masks, especially when outside. Be safe. Because your family deserves it.

With my best wishes,

Yours sincerely,

Dr. Sanjiv Goenka

Chairman

CESC Ltd Company History

CESC Limited is a flagship company of the RP-Sanjiv Goenka Group. The Company is an integrated power utility ever since 1899, engaged in the generation and distribution of electricity across 567 square kilometres of its licensed area in Kolkata, Howrah, Hooghly, North and South 24 Parganas in West Bengal and supplying safe, cost effective and reliable electricity to its 3.5 Million customers. The Company is primarily engaged in generation and distribution of electricity. Besides this, it is also running a single retail store in state of Gujarat. Presently, it has three generating stations at Budge Budge, Southern and Titagarh, with a cumulative capacity of 1,125 MW. Through its subsidiary, Noida Power Company Ltd, it distribute power in Greater Noida, Uttar Pradesh with a license area of 335 sq. km. Apart from this, it also operate three Distribution Franchisee (DF) in Rajasthan: Kota, Bharatpur and Bikaner. Outside of the Kolkata operations, Company presently own & operate two thermal power power in licensed area generating 885 MW of power. These are Budge Budge Generating Station (750 MW) and Southern Generating Station (135 MW) within its licensed area. CESC Ltd was incorporated on March 28, 1978 with the name The Calcutta Electric Supply Corporation (India) Ltd. In the year 1983, the company commissioned the Titagarh generating station, with a capacity of 240 MW, which marked the beginning of a new approach to solve the state's power shortage. In January 1, 1987, the company changed their name to CESC Ltd. In the year 1988, the company signed a Memorandum of Understanding (MoU) with the Consultancy & Contracts Division of Neyveli Lignite Corporation for cabling work. A MoU was signed between the Consultancy & Contracts Division and MECON; a public sector consultancy firm to jointly undertake consultancy and construction contracts in power and engineering field both in and outside the India. The 135MW Southern Generating Station was completed in the shortest possible time. The first unit commenced supply in September of the year 1990, followed by the second unit in May of the year 1991. In the year 1991, the company received all statutory clearances for the 500 MW power stations at Budge. In the year 1995, the company promoted a new company under the name of Integrated Coal Mining Pvt Ltd to undertake the work particularly for power companies to be directly involved in mining. In the year 1996, the company had endorsed a new company namely Balagarh Power Company Ltd, for setting up a 1500 MW thermal power station. In the year 1997, The Sunday Times of India gave the highest rating to CESC's Calcutta - 10 out of 10 on the power position, when compared to other metropolitan cities of India. Budge Budge's boiler of the first unit was lighted up on March 30, 1997. The second unit was synchronized on March 6, 1999. In the year 2001, the company's Titagarh Thermal Power Station was awarded the ISO 9002 certification. In the year 2003, Chemithon Engineers Ltd along with Heavy Water Board of the Government started work on development of a process to bring down emission levels at the company. Also, the company unveiled multi-pronged scheme to curb pollution at its thermal power facilities. In the year 2004, Hindustan Lever Ltd made a tie up with the company for sampling of Pepsodent toothpaste. Also, the company made an alliance with PTC. In the year 2005, the company made a tie up with Power Finance Corporation Ltd (PFC) to repay debt and signed a MoU with Government of Jharkhand. In March 21, 2007, the company was awarded a Bronze shield for the outstanding performance of their Budge Budge station amongst all coal and lignite fired power stations in India. During the year 2007-08, Spencer's Retail Limited (SRL), a well established company engaged in the business of operating and managing a large chain of retail stores across India with ambitious growth plans for the future, became a subsidiary company with effect from April 1, 2007 with the company's holding being 94.7% in SRL. During the year 2008-09, the company's Budge Budge Generating Station won the Green Tech Foundation 'Environment Excellence Gold Award'. In February 2010, the third unit of 250 MW at Budge Budge Generating Station was commissioned, together with an associated power evacuation system comprising 89 km of 220 kV double circuit transmission lines. Simultaneously, the 220 kV Eastern Metropolitan Substation with three 160 MVA, 220/132/33 kV transformers was also commissioned. During the year 2010-11, the company formed two subsidiaries, namely Bantal Singapore Pte Ltd and CESC Projects Pvt Ltd. The plant capacity at the Southern Receiving Station was augmented by replacing the existing 55 MVA 132/33 kV transformer with a 75 MVA transformer. They commissioned on new distribution station and the plant capacities at eight other were increased. In 2012, the company has entered into agreements for taking over from Indiabulls Group two hydroelectric power projects of an aggregate capacity of 146 MW in the state of Arunachal Pradesh.For the aforesaid purpose; the company has acquired entire shares of Pachi Hydro Power Projects Limited and Papu Hydropower Projects Limited. RPG Group bought Firstsource solutions there by marking a foothold in IT space. In 2013, the company executed the first 300 MW Thermal Power Unit of 2 X 300 MW project at Chandrapur. Maharashtra by Dhariwal Infrastructure Limited In 2014, the company was awarded, Top Infrastructure Company Award under 'Power Distribution' Category by Dun & Bradstreet Infra Awards 2014. The company also won Asian Power Awards 2014 in the category of Innovative Power Technology of the Year. In 2015, the company signs MoU with Silver Spring for smart grid business. The company won the rights to operate the Pune franchise of the Indian Premier League for a period of two years. The company also launches Mobile App for consumers' convenience. On 20 May 2016, CESC announced that the company has won the bids floated by Jaipur Vidyut Vitaran Nigam Limited (JVVNL) and have been appointed by JVVNL as distribution franchisees for the cities of Kota and Bharatpur in the state of Rajasthan for distribution and supply of electricity for a term of twenty years each. The Solar Power Project, commissioned in January 2016 at Ramnathapuram, Tamil Nadu, was undertaken through Crescent Power Limited, a subsidiary of CESC. On 6 Feb 2017, CESC announced that the company has emerged as the winner of a bid floated by Jodhpur Vidyut Vitran Nigam Limited (JdVVNL) and has been appointed by JdVVNL as the electricity distribution franchisee for the city of Bikaner in the state of Rajasthan for a term of twenty years. In 2017-18, 50,000 installations were carried out to redesign the Service Cut Out and install Moulded Case Circuit Breaker (MCCB) and Miniature Circuit Breaker (MCB) in meter boards. In FY'18-19, to increase the Company's capabilities in servicing the growing energy demand in a space-starved city such as Kolkata, CESC deployed state-of-the-art technologies to convert existing Extra High Voltage (EHV) outdoor substations to indoor GIS substations , with space consolidation for future capacity augmentation and up-gradation to 220 kV. During 2017-18, CESC installed 900 Automatic Power Factor Controllers (APFC) at the secondary (400V) side of distribution transformers (DTs) for improving supply voltages and relieving them. It also installed AMR meters for remote metering of its HT consumers, LT consumers and distribution transformers. By the end of 2017-18, 35,376 AMR meters were installed, including 14,700 for street lighting and 8,254 for DTRs. The Composite Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, amongst the Company and nine other companies and their respective shareholders has been made effective from 1st October, 2017 by the Hon'ble National Company Law Tribunal, Kolkata bench (NCLT), subject to the terms and conditions mentioned in NCLT's Order dated 28 March 2018, except for the demerger of the Generation Undertaking of CESC Limited into Haldia Energy Limited, a wholly owned subsidiary of CESC Limited (the said Demerger). However, the said Demerger proposal has been withdrawn with effect from 14 November 2019 and Haldia Energy Ltd continues to be a wholly owned subsidiary of the Company. During 2019-20, about 1.4 lakh meters were installed on account of new supplies and replacements. CESC provided around 88,000 new connections in 2019-20. During this year, it launched RBL Bank as an additional payment gateway and introduced provision to pay bills for new connections through NEFT/RTGS. In November 2019, DIL had secured a power purchase agreement for 185 MW with MAHAGENCO, which in turn supplies to MSEDCL. Under this agreement, which was valid up to March 31, 2022, power was supplied from Unit I. During the year 2019-20, the Asansol, West Bengal plant generated 195 million units (MU) of power. In January 2019, CESC had won the bid floated by Maharashtra State Electricity Distribution Company Limited (MSEDCL) for a 20-year appointment as a DF for Malegaon Corporation Area under Malegaon Circle of MSEDCL, which commenced operations in 2019-20. As on 31 March 2020, the Company had eighteen subsidiaries including Eminent Electricity Distribution Limited which became a subsidiary of the Company during the financial year under review. As on March 31, 2021, the Company had nineteen subsidiaries including Noida Power Company Limited which became a subsidiary of the Company during the financial year 2020-21. The Company had, voluntarily delisted its equity shares from The Calcutta Stock Exchange Limited with effect from November 23, 2020. In 2020-21, 15,000 and 2,300 saplings were planted at HEL and BBGS respectively, taking total tree plantation at both plants to over one lakh each. HEL has earned the distinction of having over 30% of the plant area under green cover. During 2020-21, about 1.06 lakh meters were installed on account of new supplies and replacements. CESC provided around 67,000 new connections in 2020-21. As on March 31, 2022, the Company had eighteen subsidiaries. During the year 2022, Surya Vidyut Limited (SVL) ceased to be a subsidiary of the Company consequent to sale of SVL's shares to Torrent Power Limited in terms of Share Purchase Agreement executed with them. In 2021-22, distribution infrastructure of 1.5 lakh meters were installed on account of new supplies and replacements, of which over 97,000 were new connections by CESC. The average time taken to provide a new connection was 1-2 days. Around 2,875 smart meters were installed in 2021-22. CESC had installed a 315 kWh Battery Energy Storage System (BESS) in 2020-21 to address frequency regulation, future solar intermittency planning, peak power shaving and supply voltage improvement. During the year 2021-22, Company sold its wind power portfolio to Torrent Power Limited through transfer of its entire shareholding in SVL on March 11, 2022. In February 2022, Dhariwal Infrastructure Limited (DIL) signed a medium term PPA for supply of 210 MW to Railway Energy Management Company Limited in Maharashtra for a period of 3 years. In 2021-22, the company added 7,112 new connections and exchanged another 11,272 meters. During the year 2022-23, the Company commissioned supply of 3 MVA power to Fort Gloster Industries Limited by commissioning of 33 kV feeders and 3-Panel 33 kV SBB GIS at consumer's switchroom. 67 Nos Distribution Transformers (DTs) aggregating 29.81 MVA were added taking installed base to 8786 DTs and 3024 MVA; commissioned 33kV feeders to provide supply to Joka Receiving Substation of Joka-BBD Bag Metro Corridor of Kolkata Metro; Lengths of lines added at different voltage levels were 11.843 ckm at 33 kV, 42.983 ckm at 11 & 6 kV and 129.362 ckm of LT lines. In 2023, two Electric cars were introduced at the Haldia plant. Synchronisation of CESC's system upgraded from 132kV to 220kV, micro-grid at Chakmir substation with 100 kWp Floating Solar PV Plant and 218kWh Battery Energy Storage System (BESS) commissioned in 2022-23. The PWD Division of Chandrapur, Government of Maharashtra, completed construction of a 500 metre M-40 grade concrete road using bottom ash from DIL for partial substitution of natural sand. In 2022-23, the Company commissioned a New Data Centre to augment its IT servicing capabilities. A latest backup solution was introduced to reduce the risk of data loss in case of emergencies. It finalised Business Continuity Plan (BCP) architecture towards enhancement of the disaster and recovery posture of its systems and applications. A state-of-the-art 24x7 Security Operations Centre (SOC) was commissioned. It installed solar rooftops to the tune of 228 kW at its substations and generating stations. At Prinsep Street Substation, a roof top wind turbine of 5.1 kWp was installed with grid connection. Solar panels installed for BBGS Gate complex building. At BBGS, 2 kW solar panels installed for running the air to water project in the canteen. .

CESC Ltd Directors Reports

Dear Members,

The Board of Directors of the Company (‘the Board^-) present the Forty-fifth Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2023 ('the year').

Pursuant to the provisions of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ('Listing Regulations'), the Company has prepared its standalone and consolidated financial statements for the Financial Year ended March 31, 2023, details of which are summarised below:

(' in Crore)

Highlights of the Company's financial performance for the year ended March 31, 2023 are as under:

During the year under review, total income was Rs8,153 Crore as against Rs7,479 Crore for the previous year. Profit before tax was Rs1,060 Crore and Profit after tax (PAT) was at Rs830 Crore. Total Comprehensive Income for the year after all other adjustments was Rs820 Crore. Retained earnings as on March 31, 2023 was Rs10,303.40 Crore (March 31, 2022'10,311.81 Crore).

Total consolidated income was Rs14,555 Crore as against Rs12,820 Crore for the previous year. Profit before tax was Rs1,739 Crore and Profit after tax (PAT) was at Rs1,397 Crore. Total Comprehensive Income for the year after all other adjustments was Rs1,379 Crore.

There are 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.

The financial results and operational performance, including major developments have been further discussed in detail in the Management Discussion and Analysis section.

During the year under review, an Interim Dividend of 450% i.e. Rs4.50/- per equity share of Rs1/- each was paid to the Members after deduction of tax at source, at prescribed rates under the Income Tax Act, 1961. The above dividend was declared in terms of the Dividend Distribution Policy of the Company.

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

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

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

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

The details of said Dividend and the Equity shares transferred to IEPF are given elsewhere in the report and is also available on the website of the Company.

As on March 31, 2023, the Company had eighteen subsidiaries.

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

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

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

In accordance with the provisions of the Act, Indian Accounting Standards and the Listing Regulations, Consolidated Financial Statements of the Company for the Financial Year 2022-23, duly audited by Company's Statutory Auditors, Messrs. S. R. Batliboi & Co. LLP, Chartered Accountants, forming a part of the Annual Report and shall be laid before the members in the ensuing AGM of the Company as required under the Act.

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

In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Shashwat Goenka (DIN : 03486121) will retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board on the recommendation of Nomination and Remuneration Committee has recommended the said re-appointment.

The Board on the recommendation of Nomination and Remuneration Committee and subject to the approval of the Members has recommended the (a) re-appointment of Mr. Rabi Chowdhury (DIN: 06601588) as the Managing Director (Generation) and Mr. Debasish Banerjee (DIN: 06443204) as the Manging Director (Distribution) for a period of one year with effect from May 28, 2023 and (b) re-appointment of Mr. Pradip Kumar Khaitan (DIN: 00004821) as a Non-Executive Non-Independent Director of the Company in terms of Regulation 17(1A) of the Listing Regulations. Necessary resolutions for the above re-appointment(s) have been included in the Notice for the forthcoming AGM of the Company.

In the opinion of the Board, all the Directors, including the Directors proposed to be re-appointed, possess the requisite qualifications, experience and expertise and hold high standards of integrity. The Company has received necessary disclosures/declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

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

As on March 31, 2023, the Company has the following Key Managerial Personnel (KMP) as per Section 2(51) of the Act:

There were no changes in the Key Managerial Personnel of your Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

The meeting of the Board of Directors were held during the financial year on May 13, 2022, August 10, 2022, November 14, 2022 and February 14, 2023.

The Independent Directors of your Company met on February 14, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the

Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

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

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

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

The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

Details of the composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.

During the year under review, there has been no change in the authorised, issued, subscribed and paid up Equity Share Capital of the Company.

The Equity Shares of the Company continued to be listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to the Financial year 2023-24.

During the year under review, the Company had issued and allotted, 5,000 Secured, Unlisted, Redeemable,

Rated, Non-Convertible Debentures ('NCDs') having a face value of Rs10 lakh each aggregating to Rs500 Crore for cash at par, on private placement basis. The said NCDs were issued in compliance with the applicable circulars issued by the Securities and Exchange Board of India on issuance of debt securities by large corporates.

The funds raised through NCDs have been utilised as per the terms of the issue.

On May 20, 2023, the Company has redeemed by exercising call option, 3000 Secured, Listed, Redeemable, Rated, Non-Convertible Debentures having face value of Rs10 Lakh each aggregating to Rs300 Crore which were issued and alloted for cash at par on private placement basis.

Pursuant to Section 134(5) of the Act, the Board of Directors hereby state and confirm that:

i) in the preparation of the accounts for the financial year ended March 31, 2023, 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

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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.

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

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

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

No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company's operations in future.

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

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

Over the past years, the Company has focused on several corporate social responsibility programs. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the areas of Health,

Education, Child Protection, Environmental, Sustainability, and Skill Development.

In terms of Companies (Corporate Social Responsibility Policy) 2014, as amended, the Company has formulated its Corporate Social Responsibility Policy. The said Policy is uploaded on Company's website and can be accessed at https://www.cesc.co.in/storage/uploads/policies/CSR Policy.pdf. A detailed section on CSR activities undertaken during the year under review is annexed herewith and marked as

Annexure-'D' and forming part of this Repor

In terms of Regulation 34 (2) (f) of Listing Regulations, SEBI has introduced new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) which seeks disclosures from listed entities on their performance against the nine principles of the 'National Guidelines on Responsible Business Conduct' (NGBRCs) and reporting under each principle is divided into essential and leadership indicators.

The Company has been a torchbearer of responsible business practices, always ensuring its decisions balance social and environmental considerations with financial factors. Your Company always believed that being responsible and reliable also means being sustainable. These principles have always been an integral part of strategic planning of the Company both to manage risk as well as to enable long term sustainable growth and value creation.

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

All contracts or arrangements entered into by the Company with its related parties during the year under review were in accordance with the provisions of the Act and the Listing Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arm's length basis and approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year.

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

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

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in a) overseeing the Company's risk management framework; and b) ensuring that all material Strategic and Commercial including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed and ensuring that all adequate risk mitigations are in place, to address these risks. The Audit Committee has additional oversight in the area of financial risks and controls. Further, details are included in the separate section forming part of this Report.

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

Details of complaints received/disposed, if any, during the Financial Year 2022-23 are provided in the Report on Corporate Governance.

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

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

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

The Auditors' Report annexed to the financial statements for the year under review does not contain any qualifications, reservations or adverse remarks. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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

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

The Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs. Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as Cost Auditors to conduct the audit of Company's cost records for the financial year ended March 31, 2023. The Cost Audit Report, for the year ended March 31, 2022, was filed with the Central Government within the statutory time limit.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration to be paid to the Cost Auditors for the Financial Year 2023-24 is required to be ratified by the members, the Board of Directors recommends the same for approval by members at the ensuing AGM. The said proposal forms part of the Notice of the AGM.

Messrs. Anjan Kumar Roy & Co., (Certificate of Practice - 4557) Practicing Company Secretaries, were appointed by the Board as the Secretarial Auditors of your Company for the Financial Year ended March 31, 2023. The Secretarial Audit Report pursuant to Section 204 of the Act, is attached in the Annexure 'F' forming part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Reports of three material unlisted subsidiaries of the Company namely Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited, for the Financial Year 2022-23 are also attached and are forming part of the Annual Report as Annexures 'F1', 'F2' and 'F3'. The Secretarial Audit Reports of such material unlisted subsidiaries do not contain any qualifications, reservations or adverse remarks.

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

The said policy has been uploaded on the Company's website and can be accesssed at https://www.cesc. co.in/storage/uploads/policies/WhistleBlowerPolicy.pdf. The said policy provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the Chairman of the Audit Committee and there was no such reporting during the financial year 2022-23.

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

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

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

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

Particulars as required under Section 134 of the Companies Act, 2013 relating to Conservation of Energy and Technology Absorption is given in Annexure 'G', forming a 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 and can be accessed at https://www.cesc.co.in/storage/ uploads/annreport/CESC_AnnualReturn_2022-23.pdf.

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

Details of employee remuneration as required under provisions of Section 197 of the Act and the Rule 5(2) and 5(3) of the aforesaid Rules are provided in Annexure I. In terms of proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the Annexure I. The said statement is also available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@rpsg.in.

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

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

Other details relating to remuneration paid during the year to Directors and Key Managerial Personnel are furnished in the Report on Corporate Governance which forms a part of this report.

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

Your Directors wishes to place on record its deep sense of appreciation for the committed and dedicated services by the Company's employees at all levels, co-operation received from the shareholders, business partners, financial institutions, banks, consumers and vendors during the year under review.

The Directors are also thankful to the Government of India, the various ministries of the State Governments, the central and state electricity regulatory authorities, communities in the neighborhood of our operations, municipal authorities of Kolkata and local authorities in areas where we are operational in India for all the support rendered during the year.

Your Directors are also grateful for your continued encouragement and support.

On behalf of the Board of Directors