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:
((Rs. in crore))
Particulars |
Consolidated |
Standalone |
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 Foreign Exchange Loss (net) |
34,897.65 |
32,170.55 |
30,201.47 |
29,788.75 |
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) |
* |
- |
- |
(Figures below 50,000 are denominated with *)
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:
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.
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. 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.
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.
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.
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 account of capitalised
other borrowing costs being charged to P&L.
Profit Before Tax and Exceptional Items increased to
1,182.48 crore in FY
2024-25, as against
1,020.97 crore in the previous year. Exceptional Items were NILfor FY 2024-25, in comparison to, Exceptional items o
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 modified by 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 VIPL's
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 a Scheme of 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.
Hon'ble 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 Company's 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 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).
India ratings have assigned AA-; Stable rating to Long Term 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.
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 Company's Dividend Distribution Policy,
has decided that it would be prudent not to recommend any dividend for the year under review.
During the year, 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 office and that of the respective subsidiary companies concerned. In accordance with Section
136 of the Act, the audited financial statements, including
consolidated financial statements and related information
of your Company and audited accounts of each of
its subsidiaries, are available on website of your Company (www.adanipower.com
).
Material Subsidiaries
Based on 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 identified core 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 the Chief Financial Officer and KMP of the Company 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 to 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
Information Technology and Data Security Committee
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 Directorsreviewedtheperformanceof Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Board 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 committees and senior leadership. The
recommendations 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, as applicable to your Company. The Board is also
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
Company's Remuneration Policy is directed towards rewarding performance
based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm
that the remuneration paid to the Directors 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:
in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;
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;
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;
the Annual Financial Statements have been prepared on a going concern basis;
they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively;
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 Company's
Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of your Company. The members of the
Audit Committee abstained from discussing and
voting in the transaction(s) in which they were interested.
During the year, your Company has not entered into any contracts, arrangements or transactions that fall
under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form
AOC-2 is not applicable to your Company for FY 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 to hold office as Statutory 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 from FY 2025-26
till 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 Secretarial Auditor 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 or employees, to the Audit Committee, 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 Office of your Company
during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace As per the
requirement of The Sexual Harassment of Women
at Workplace (Prevention, Prohibition 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 POSH to sensitize 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
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 plant's exemplary performance in the business excellence assessment conducted in January 2025.
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 Company's shares by your Company's designated persons and their immediate relatives as per
the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons
while trading / dealing your Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”). The PIT
Code covers your Company's obligation to maintain a digital
database, mechanism for prevention of insider trading and
handling of UPSI, and the process to 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 Company's 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:
Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.
Your Company did not issue shares (Including sweat equity shares) to
employees of your Company under any scheme.
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.
No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.
No one time
settlement of loan was obtained from the Banks or Financial Institutions.
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)