Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiaries and associate in Form AOC-1 is annexed herewith and marked as Annexure "F".

Brief details of the subsidiaries are given below:

The Company is operating the 15 MW Karikkayam Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at '1,656.77 Lakhs as compared to '1,621.68 Lakhs in previous year.

The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at '469.72 Lakhs as compared to '425.51 Lakhs in previous year.

Entire generation from the units of above mentioned subsidiaries was sold to the Kerala State Electricity Board (KSEB) under Long term Power Purchase Agreements (PPA).

Mr. Aman Jain (DIN: 08187995), Ms. Vandana (DIN : 10727940) (w.e.f. August 23, 2024) and Mr. Vishal Sharma (DIN: 08773037) (upto September 27, 2024), Independent Directors of the Company were also on the Board of Directors of above mentioned subsidiaries, during the financial year 2024-25, as Independent Directors.

The Company is yet to undertake any project.

The Company was executing 6.5 MW Burthing Small Hydro Electric Project and 5.0 MW Phuliabagar Small Hydro Electric Project in the State of Uttarakhand. DPR for both projects have been approved.

The Company was executing 5.5 MW Balighat Small Hydro Electric Project in the State of Uttarakhand. DPR for the project has been approved.

The Company has an associate namely, Arunachal Hydro Power Limited which was developing and executing various hydro power projects through its several subsidiaries in the State of Arunachal Pradesh. The name of this company has since been striken-off from the Register of Companies by the Registrar of Companies, Shilong, for non-filing of financial statements and annual return.

The audited financial statements of two subsidiaries of the Company namely Eastern Ramganga Valley Hydel Projects Company Private Limited and Sarju Valley Hydel Projects Company Private Limited and one associate viz. Arunachal Hydro power Limited have not been made available to the Company since the financial year ended on March 31, 2023. Refer note 1 to the consolidated financial statements for further details in this respect.

The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2025 have been prepared with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and LODR Regulations read together with governing Indian Accounting Standard 110 "Consolidated Financial Statements" and Indian Accounting Standard 28 "Accountancy for Investments in Associates and Joint Ventures" and forms part of Annual Report.

The consolidated financial statements for the financial year ended on March 31, 2025 have been prepared without considering the financial results of two subsidiaries viz. Eastern Ramganga Valley Hydel Projects Company Pvt. Ltd. and Sarju Valley Hydel Projects Company Pvt. Ltd. and one associate namely Arunachal Hydro Power Ltd. due to non-availability of information as the financial statements of these companies were not furnished to the holding company. The balances as available from the audited financial statements for the financial year ended on March 31, 2022 have therefore been carried forward for the purpose of consolidation. Please refer Note 1 of Consolidated Financial Statements for further information regarding Eastern Ramganga Valley Hydel Projects Company Private Limited, Sarju Valley Hydel Projects Company Private Limited and Arunachal Hydro Power Limited.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of first three subsidiaries mentioned under the head 'Subsidiaries Financials ' are available on the website of the Company.

As on March 31, 2025, the Board of Directors comprised of 6 Non-executive Directors and a Whole-time Executive Director having experience in varied fields. Out of 6 Non-Executive Directors, 3 were Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance.

At present, there are following 3 Committees:

i) Audit Committee;

ii) Nomination and Remuneration Committee; and

iii) Stakeholders Relationship Committee

The Board has accepted all the recommendations of the Audit Committee. The details of composition, terms of reference, meetings etc. of the Committees are given in the Report on Corporate Governance.

The Board met 7 times during the financial year under review. Detailed information on Board meetings are provided in the Report on Corporate Governance.

As recommended by the Nomination and Remuneration Committee, the Board of Directors in its meeting held on April 05, 2024 appointed Ms. Neha Purohit (DIN: 07956781) as an Additional Director in Independent Category, subject to approval of Shareholders at the General Meeting. However, Ms. Neha Purohit resigned from the Board of Directors with effect from June 18, 2024.

Subject to approval of the Members, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, in its meeting held on August 23, 2024 again appointed Ms. Neha Purohit (DIN : 07956781) as an Additional Director in Independent Category with effect from that date and at the same meeting the Board has also appointed Mr. Prakash Chandra Gupta (DIN: 02995984) and Ms. Vandana (DIN : 10727940) as Additional Directors in Independent Category with effect from that date.

However, Ms. Neha Purohit has resigned again from the Board of Directors with effect from September 30, 2024.

Mr. Nitin Dutt Sharma (DIN: 09446669) has also been appointed as an Additional Director in Non-Executive NonIndependent Category, with effect from August 23, 2024 subject to the approval of the Members of the Company in the next General Meeting.

Mr. Vishal Sharma (DIN : 08773037) Independent Director had resigned from the Board of Directors with effect from September 27, 2024. The Board placed on record its sincere appreciation for the services rendered by him during his tenure as Director of the Company.

As recommended by the Nomination and Remuneration Committee, the Board of Directors in its meeting held on August 31, 2024, has approved re-appointment of Mr. Satyendra Pal Singh (DIN : 01055370) as an Whole-time Director designated as Executive Director for a further period of three years effective from January 01, 2025, subject to approval of the shareholders. The requisite approval of the shareholders has been obtained at the 29th Annual General Meeting held on September 30, 2024.

The Shareholders, at the 29 th Annual General Meeting held on September 30, 2024, have also approved the appointment of Ms. Vandana (DIN : 10727940) as an Independent Director effective from August 23, 2024 and Mr. Nitin Dutt Sharma (DIN: 09446669) as a Non-executive Non-Independent Director.

Further, the Shareholders have dissent the proposed resolutions for appointment of Mr. Prakash Chandra Gupta (DIN : 02995984) and Ms. Neha Purohit (DIN : 07956781) as Independent Directors w.e.f August 23, 2024.

Mrs. Pankaja Kumari Singh (DIN : 00199454), Director, retires by rotation and being eligible offers herself for reappointment.

As recommended by the Nomination and Remuneration Committee and considering the performance evaluation, the Board of Directors in their meeting held on May 28, 2025 re-appointed Mr. Aman Jain (DIN : 08187995), as an Independent Director for the 2nd term effective from June 30, 2025 subject to approval of the Shareholders in the ensuing Annual General Meeting.

The Board is of the opinion that the independent directors appointed during the year possess the requisite integrity, expertise and experience (including the proficiency).

The brief resume and other details relating to Directors due for re-appointment at the ensuing Annual General Meeting are provided in the Notice of Annual General Meeting. Your Board recommends their re-appointment.

For further details, kindly refer to the Report on Corporate Governance.

The Board, on the recommendation of the Nomination and Remuneration Committee, appoints Director of the Company based on his eligibility, experience and qualifications and such appointment is approved by the Shareholders of the Company. Generally, the Whole-time Director (Executive Director) is appointed for a period of three years. Independent Directors are appointed for a term of upto five consecutive years. Based on their eligibility for re-appointment, the outcome of their performance evaluation and the recommendation by the Nomination and

Your Company hereby affirms that no Director / employee have been denied access to the Chairman of the Audit Committee and that no complaint was received during the year.

Particulars of loans, investments and guarantees have been disclosed in the financial statements, which forms an integral part of this Report.

There were no material contacts or arrangements with related parties referred in Section 188 of the Companies Act, 2013 read with the Rules made thereunder. Accordingly, AOC-2 is not required to be attached. All other related

party transactions entered into during the financial year were on arm's length basis and were in the ordinary course of business and were placed before the Audit Committee and Board for their approval, as required. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of repetitive nature. The details of transactions with related parties as per Ind AS - 24 are disclosed in the notes to accounts. The Company has developed a Policy on Related Party Transaction for the purpose of identification and monitoring of such transactions.

M/s. ALPS & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company, for a period of 5 years, from the conclusion of the 27th Annual General Meeting held on September 30, 2022, till the conclusion of the 32nd Annual General Meeting due to be held in 2027.

The Company has received a certificate from M/s. ALPS & Co., Statutory Auditors confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the LODR Regulations.

M/s. ALPS & Co. has given the following adverse opinion in their reports dated May 28, 2025, on standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025 :

In respect of loans granted to wholly owned subsidiaries, the management is in the process of determination of terms of repayment etc. and the same being granted as a matter of financial support to the wholly owned subsidiary companies, the outstanding amount has been considered good and recoverable. The investment in equity shares and preference shares of the wholly owned subsidiaries, being strategic in nature, no adjustment in carrying value has been considered necessary by the management. The management is in the process of recovery of outstanding balances of trade receivables and loans and pending recovery thereof, the said amounts have been considered good for recovery. Reconciliation of outstanding balances with customers and / or suppliers is in progress and consequential impact, if any, will be given effect to as and when determinable. Remuneration paid to one of the directors of the Company, pending approvals thereof, have been considered recoverable and the same is considered good for recovery as on March 31, 2025.

Pursuant to the search conducted under section 132 of the Income Tax Act, 1961 by Income Tax Authorities in the financial year 2020-21, the Company has received demand notices with respect to assessment years 2011-12 to 2020-21, amounting to '18,817.47 Lakhs as income tax from the Income Tax Department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961 on the grounds of it being erroneous in facts and in law and the matter is pending as on date. Pursuant to the application made by the Company, the demands have been stayed. Pending resolution of the matters, '1,235.03 Lakhs (including '153.30 Lakhs recovered from the bank accounts of the Company) have been deposited till March 31, 2024. Additionally, two subsidiaries namely, EDCL Power Projects Ltd. and Ayyappa Hydro Power Ltd. have received assessment orders for assessment of income tax for the years 2013-14 to 2021-22 and 2015-16 to 2020-21 and demand notices aggregating to '4,285.09 Lakhs and '59.10 Lakhs respectively have been issued to the said subsidiary companies. Necessary appeals against these notices have been filed before the Commissioner of Income Tax (appeals) and the matter is pending as on date. As per the legal and professional advice received, the allegations and contentions made by the Income Tax Authorities are legally not tenable and no liability as such is expected to arise in respect of matters. Matters being pending in appeal, impact in this respect as such are not determinable.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory in nature.

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.

The Board of Directors has re-appointed M/s. N. Radhakrishnan & Co., Cost Accountants of 11A, Dover Lane, Flat B1/34, Kolkata - 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2025-26 at a remuneration of '50,000/- plus applicable taxes and reimbursement of out of pocket expenses, if any. In terms of Section 148 of the Companies Act, 2013, your Board recommends ratification of remuneration of the Cost Auditors at the ensuing Annual General Meeting. The Cost Audit Report for the financial year 2023-24 has been filed with the Ministry of Corporate Affairs.

The Board of Directors has appointed Ms. Sweety Sharma, Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2024-25.

The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith and marked as Annexure "G" and forms an integral part of this Annual Report.

With regard to remarks in her Report, the Board hereby clarifies that the delay in filing of forms and non-filing of forms were due to non-approval to file, financial and payment issues. The Board will arrange to complete filing of all pending forms. Other remarks are self-explanatory in nature.

The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark or disclaimer.

The Board of Directors has also re-appointed Ms. Sweety Sharma, Practicing Company Secretary, as Secretarial Auditors of the Company for a period of 5 years from 2025-26, subject to approval of the shareholders. The Board recommends her re-appointment.

The Company has adopted Anti-Sexual Harassment Policy, covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There was no pending compliant as on 31st March 2024 and the Company has not received any complaints under this Policy during the year under review.

The Board of Directors of your Company confirms that during the year under review, the Company has complied with applicable provisions of the Maternity Benefit Act 1961.

The Company has generally complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and marked as Annexure "H".

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection by the Members at the registered office of the Company during business hours on working days upto the date of the ensuing Annual General Meeting.

Particulars in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo are annexed herewith and marked as Annexure "I".

The Company has received demand notices under the provisions of the Income Tax Act, 1961, with respect to assessment years 2011-12 to 2020-21, amounting to ' 18,817.47 Lakhs as income tax from the Income Tax Department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961. Please refer to the matter briefed in the Independent Auditors' Report of the Standalone Financial Statement under(f) of basis of adverse opinion.

The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as:

1. No deposits covered under Chapter V of the Companies Act, 2013 were accepted;

2. No equity shares with differential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;

3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries;

4. No significant and material orders were passed by any regulatory authority or court or tribunal impacting the going concern status and Company's operation in foreseeable future; Please refer to the matter briefed in fifth paragraph of "(i) Statutory Auditors" under "Auditors and Auditors' Report" mentioned herein above.

5. No material changes and commitments occurred affecting the financial position of the Company between the end of financial year and date of report;

6. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the Audit Committee or the Board.

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company's valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.