DIRECTORS' REPORT

Dear Shareholders,

On behalf of the Board of Directors, I am pleased to present the 35th Annual
Report on the performance of your

Company, together with the Audited Financial Statements for the financial year ended 31st
March 2024.


Key Performance highlights of your Company during FY 2023-24 are briefly mentioned
here:

. Rated "Excellent" with a score of 93 in Memorandum of
Understanding (MoU) signed with Government of India (Gol) for FY 2022-23. Your Company has
consistently received "Excellent" rating under the MoU since signing of its
first MoU for FY 1993-94.

. On a standalone basis, the Company's Total Income at 545,815.37 crore and
Profit after Tax (PAT) at 515,474.61 crore.

. Achieved system availability of 99.85%. The trippings per line was restricted to
0.28.

. Charging of 4,036 circuit km (ckm) of Extra High Voltage (EHV) transmission
lines, 19,720 Mega Volt Ampere (MVA) transformation capacity and 6 new
Substations.

. Assets of 57,618 crore were capitalized.

. For ensuring effective communication of the existing as well as new substations with
Regional Load Despatch Centres (RLDCs) /State Load Despatch Centers (SLDCs), 9,169 km
of Optical Ground Wire (OPGW) network was added.

. Achieved collection efficiency of 100.06% of billing in FY 2023-24 against
collection efficiency of 98.84% of billinq in FY 2022-23

. Emerged successful bidder in 13 TBCB projects with an aggregate tariff of 52,888
crore which is about 64% in terms of annual tariff of projects participated.


1. Financial Performance

Financial Performance during year under review (FY 2023-24) as compared to the previous
year (FY 2022-23) on standalone basis is summarized below:

(All Figures except per share data are in units as indicated)


  

    

    

    
2023-24
    
2022-23
    
Y-o-Y
  
  

    
Sr. No.
    

    
5(Crore)
    
US S (Million)
    
5 (Crore)
    
US $ (Million)
    
Growth (%)
  
  

    
1
    
RevenueA
    

    

    

    

    

  
  

    

    
Transmission Charges
    
41,872.71
    
4,986.63
    
42,126.61
    
5,016.86
    
-0.60
  
  

    

    
Consultancy-Sale of Services
    
518.45
    
61.74
    
509.29
    
60.65
    
1.80
  
  

    
2
    
Other IncomeA
    
3,424.21
    
407.79
    
2,591.62
    
308.64
    
32.13
  
  

    
3
    
Total IncomeA
    
45,815.37
    
5,456.16
    
45,227.52
    
5,386.15
    
1.30
  
  

    
4
    
Profit After Tax (PAT)#
    
15,474.61
    
1,842.87
    
15,335.54
    
1,826.31
    
0.91
  
  

    
5
    
Earnings per Share (EPS) ( Rs.) #
    
516.64
    
$0.20
    
516.49 **
    
$ 0.20 **
    
0.91
  
  

    
6
    
Book Value per Share ( Rs.)
    
593.40
    
$1.11
    
589.07 **
    
$ 1.06 **
    
4.86
  
  

    
7
    
Gross Fixed Assets
    
2,58,807.20
    
30,821.39
    
2,55,823.80
    
30,466.10
    
1.17
  
  

    
8
    
Long term borrowing*
    
1,20,755.10
    
14,380.74
    
1,25,894.90
    
14,992.84
    
-4.08
  
  

    
9
    
Net Worth
    
86,867.05
    
10,345.01
    
82,844.18
    
9,865.93
    
4.86
  
  

    
10
    
Debt Equity Ratio
    
59:41
    
61:39
    

  
  

    
11
    
Return on Net Worth
    
17.81%
    
18.51%
    

  


a from continuing Operations

# including discontinued operations

* including current maturities of Long-Term Borrowings ** adjusted for bonus issue

Convenience Conversion at US $ 1= 583.97 as on March 31, 2024


1.1. Dividend

Your Company has consistently returned value to shareholders through regular dividend
distributions. This year, the total dividend payout amounts to 510,463 crore, including
interim dividends of 57,905 crore. The final dividend shall be paid after approval at the
Annual General Meeting. The total payout ratio for the year stood at 68% as compared to
67% for the previous year.

The Company recommended / declared dividend as follows:


  

    

    
FY 2023-24
    
FY 2022-23*
  
  

    
Dividend (per share)
    
in 5
    
in %
    
in 5
    
in %
  
  

    
First Interim Dividend
    
4.00
    
40.00
    
3.75
    
37.50
  
  

    
Second Interim Dividend
    
4.50
    
45.00
    
3.75
    
37.50
  
  

    
Final Dividend
    
2.75A
    
27.50
    
3.5625
    
35.63
  
  

    
Total Dividend
    
11.25
    
112.50
    
11.0625
    
110.63
  


a Recommended for approval of Shareholders * adjusted for bonus issue

During last five 5 years, your Company has distributed cumulative dividend of more than
5 43,000/- crore as depicted below:


1.2. Issue of Bonus Shares

During the year, your Company issued Bonus Shares in the ratio of 1:3 i.e. one new
equity Bonus Share of 510/- each for every three existing equity share of Rs.10/- each
fully paid up. Post issuance of Bonus Share, the paid up equity share capital of the
Company is Rs.9,300.60 crore.


1.3. Transfer to Reserves

For FY 2023-24, appropriation of profit has been made as follows:

a) General Reserve: Rs.6,000.00 crore

b) Self-Insurance Reserve: Rs.301.53 crore


1.4. Government of India (GOl) Shareholding

The Government of India's shareholding in the Company remained unchanged at 51.34%.


2. Significant Developments

2.1. Tariff Based Competitive Bidding (TBCB)

During the year, your Company emerged successful bidder in 13 Inter-State Transmission
System Projects under TBCB route:

(i) Inter State Transmission Project for Transmission Scheme for Solar Energy Zone in
Ananthpuram (Ananthapur) (2500 MW) and Kurnool (1000 MW), Andhra Pradesh

(ii) Inter State Transmission Project for Transmission system for evacuation of power
from REZin Rajasthan (20GW) under Phase-Ill Part B1

(iii) Inter State Transmission System for Transmission system for evacuation of power
from REZin Rajasthan (20GW) under Phase-Ill Part Cl.

(iv) Inter State Transmission System for Transmission system for evacuation of power
from REZin Rajasthan (20 GW) under phase Ill-Part H.

(v) Inter State Transmission System for Transmission Scheme for integration of
Renewable Energy Zone (Phase-ll) in Koppal-ll (Phase-A& B) and Gadag-ll (Phase- A) in
Karnataka.

(vi) Inter State Transmission System for Transmission System for Evacuation of
Additional 7GW RE Power from Khavda RE Park under Phase-III Part B.

(vii) Inter State Transmission System for Transmission system for evacuation of power
from Rajasthan REZ Ph-IV (Part-l) (Bikaner Complex): PART-A.

(viii) Inter State Transmission System for Transmission system for evacuation of power
from Rajasthan REZ Ph-IV (Part-l) (Bikaner Complex): PART-D.

(ix) Inter State Transmission System for Transmission system for evacuation of power
from REZin Rajasthan (20GW) under Phase-Ill Part D - Phase I.

(x) Inter State Transmission System for Transmission Scheme for Solar Energy Zone in
Bidar (2500 MW), Karnataka.

(xi) Inter State Transmission System for Transmission System for evacuation of power
from Rajasthan REZ Phase IV (Part 2: 5.5 GW) (Jaisalmer/ Barmer Complex): Part C

(xii) Inter-State Transmission System for Transmission System for evacuation of power
from potential renewable energy zone in Khavda area of Gujarat under Phase IV (7 GW) Part
E2

(xiii) Inter-State Transmission System for Transmission System for evacuation of power
from Rajasthan REZ Phase IV (Part 2: 5.5 GW) (Jaisalmer/ Barmer Complex): Part E

10 project SPVs [SI. No. (i) to (x) above] were acquired by your Company in FY 2023-24,
while the balance 3 project SPVs [SI. No. (xi) to (xiii) above] shall be acquired in FY
2024-25. The aggregate annual tariff of these 13 projects is about Rs. 2,888 crore.

At the end of FY 2023-24, your Company owned 47 TBCB subsidiaries, the details of which
are provided in the Management Discussion & Analysis Report (MD&A).


2.2. Monetization of Transmission Assets through Securitization

In the Union Budget 2021-22, asset monetization was highlighted as one of the three key
pillars for boosting and sustaining infrastructure financing in the country. Following
this mandate, Niti Aayog developed the 'National Monetization Pipeline' (NMP) with
specific targets outlined for each year.

The framework for monetization of core asset monetization as per the NMP has three key
imperatives.

? Monetization of 'Rights' not 'Ownership', Assets handed back to the government at the
end of transaction life.

? Brownfield de-risked assets, stable revenue streams

? Structured partnerships under defined contractual frameworks with strict
KPIs&performance standards

During FY 2023-24, considering the guidance factors given in the NMP for the public
sector to determine the scale of asset monetization as an alternative means to meet the
funding your Company has monetized the cashflow of its four operational TBCB SPVs viz.
'POWERGRID Bhuj Transmission Limited', 'POWERGRID Khetri Transmission System Limited',
'POWERGRID Medinipur Jeerat Transmission Limited' and 'POWERGRID Varanasi Transmission
System Limited' through securitization route by private placement of bonds and raised
total Rs.5,700 crore in three tranches against monetization target of Rs.5,500
crore.


2.3. Smart Prepaid Metering Project in Gujarat

Your Company, through its wholly owned Subsidiary, POWERGRID Energy Services Limited
(PESL) is executing Smart Metering Projects under Revamped Distribution Sector Scheme
(RDSS) in 2 (two) DISCOMs of Gujarat (MGVCL & UGVCL). These projects are being
executed under DBFOOT (Design, Build, Fund, Own, Operate and Transfer) mode. PESL will
implement the projects in 27 months after which the project will be operated and
maintained for approx. 7.5 years.

Under the project 33.56 Lacs and 35.78 Lacs Smart Meters will be installed in MGVCL and
UGVCL respectively. PESL is executing the project as Project Implementation Agency (PIA).

The Tendering and award for the Projects was done through GeM Portal. Implementation of
the projects is under progress. Network Operation and Monitoring Center (NOMC) in both the
DISCOMs are made functional for day-to-day operation and maintenance work.

Approximately 27,000 nos. of Smart Meters in MGVCL and 1,513 nos. of Smart Meters in
UGVCL are installed in Prepaid Mode so far. With the implementation of these projects
consumers will be able to recharge their meters online through mobile app as well as
consumer portal and monitor their daily consumption in real time.


2.4. Memorandum of Understanding (MoU) with Rajasthan Rajya Vidyut Prasaran Nigam
Limited (RRVPNL) for Joint Venture (JV)

Your Company has executed a MoU with RRVPNL to incorporate a JV Company for development
of Intra- State Transmission System in the State of Rajasthan with an equity Participation
of 74% by POWERGRID and 26% by RRVPNL. The proposed JV Company shall undertake projects
worth upto Rs. 10,000 crore in a phased manner.


3. Operational Performance

3.1. Asset Management

As on 31st March 2024, your Company's total transmission assets including
those owned through its wholly owned subsidiaries consisted of 1,503 transmission lines
aggregating to 1,77,699 ckm, 278 Substations with an aggregate transformation capacity of
5,27,446 MVA.

Various initiatives/ achievements of your Company during the year in the area of asset
management are listed below:


? ISO 55001:2014 Asset Management System Certification:

Your Company has been recommended for ISO 55001 certification which is a significant
step towards excellence in asset management. This internationally recognized standard
outlines the requirements for an effective asset management system, ensuring that
organization meet the highest benchmarks in managing their assets efficiently.

Company's commitment to achieve ISO 55001 certification underscores its dedication to
continual improvement, ! risk management, and delivering reliable services. The
organization has diligently worked to make its asset ; management practices compliant with
ISO 55001, f 1 demonstrating a robust framework for strategic decisionmaking and
sustainable value creation.

Recommendation for ISO 55001 reflects Company's dedication to global best practices in
asset management, ultimately leading to enhanced reliability and performance Vt of its
infrastructure.


? Green Initiative - Retrofitting of 132 kV, 20 MVAR Bus Reactor with eco-friendly
Natural Ester Oil:

Your Company has retrofitted 132 kV, 20 MVAR Bus Reactor at Aizawl substation with
eco-friendly Natural Ester Oil. The approach aligns with sustainable practices by
replacing conventional insulating oils with more environmentally friendly alternative. The
retrofitting process was completed with precision, and the Bus Reactor was successfully
commissioned on December 1, 2023. This eco-conscious initiative not only contributes to
reducing the ecological footprint but also exemplifies the organization's commitment to
adopting greener technologies in its operational infrastructure.


? On-site repair of 400 kV Reactors:

On-site repair of 400 kV Reactors at Daltonganj & Balipara substations had been
carried out by your Company. The repair work involved dismantling of the windings to
attend the fault in the core shield. To carry out the repair work, temperature &
moisture-controlled environment was prepared at site. The repaired reactors had been taken
in-service at both the locations and are presently working satisfactorily.


? Indigenous development of 400kV Emergency Restoration System (ERS):

Your Company has taken up initiative for indigenous development of 400 kV Emergency
Restoration System (ERS) with agencies and one such ERS has been supplied.


? Reliability Centered Maintenance (RCM) Practices:

Your Company has successfully implemented Reliability Centered Maintenance (RCM)
practices for its critical assets, including Transformers, Reactors, and Transmission
Lines w.e.f January 01, 2024. This strategic approach involves a meticulous analysis of
each component's reliability, identifying potential failure modes, and developing targeted
maintenance plans to enhance overall system performance. It will lead to focused &
quality maintenance. This proactive and data-driven approach not only ensures the optimal
functioning of key infrastructure components but also contributes to operational
efficiency and substantial cost savings. The successful integration of RCM underscores
Company's commitment to embracing innovative maintenance strategies for a more reliable
and resilient power transmission network.


? Centre of Excellence (CoE) -Protection & SCADA:

Your Company has established Centre of Excellence (CoE)-Protection & SCADA to
manage & validate the database of around 36,000 lEDs and 190 nos. SAS gateways, to
ensure proper implementation of scheme, uniformity of settings/ configurations and
resolution of I on demand issues from centralized location. It ! enables availability of
competent manpower to handle protection issues from central location and ensures effective
utilization of expert manpower for remote support to sites using latest technology like
Augmented Reality, etc.


? Internal benchmarking:

Your Company is using Internal benchmarking

on key performance indicators to analyze operational performance, identify areas for
improvement and achieve optimal operational performance.


? Support to various State utilities:

Your Company has demonstrated its commitment to collaborative efforts and regional
support by providing essential assistance to various State utilities, including GETCO,
RVPNL, HPSEB, Sikkim among others, for the critical tasks of restoration and shifting of
transmission towers. This cooperative initiative underscores the Company's dedication to
ensuring the reliability and resilience of power infrastructure across different regions.
By extending necessary support, the Company actively contributes to the efficient
functioning and maintenance of the broader electricity grid, fostering a spirit of shared
responsibility within the power sector. This collaborative approach not only strengthens
inter-utility relationships but also enhances the overall reliability and robustness of
the power transmission network in the supported regions.


? Training Programs:

Hotline Maintenance - Your Company has arranged training program for Hotline
maintenance for participants from various regions. During the program, participants were
trained for 765 kV Hotline Maintenance. This training was the first of its kind in India
and has empowered the team of trainers, enabling them to proficiently conduct hot line
operations various types of Strings. Furthermore, it will equip them with the expertise
needed to mentor and develop other employees in the realm of 765 kV Hotline Operations.


Drone - Your Company has arranged DGCA certified Drone training program for
employees at Indira Gandhi Rastriya Uran Akademi (An autonomous body under the Ministry of
civil aviation, Govt of India), Gurugram


? Initiatives towards digital transformation of Asset Management:

Development of Asset Management (am) Dashboard (UDAAN - Unique Digital Analysis of
Asset and Network) - Implementation of an Asset Management (AM) dashboard marks a
pivotal development, aiming to provide a consolidated and user-friendly platform for
accessing key performance indicators (KPIs). This innovative solution integrates data
dispersed across various locations, offering a centralized hub for comprehensive insights.
The AM dashboard not only facilitates a streamlined and efficient process for management
but also offers a bird's eye geospatial view of the entire asset management system across
the organization. This panoramic perspective enables decision-makers to navigate and
assess the status of assets seamlessly. Moreover, the incorporation of this dashboard
promotes data democratization, ensuring that relevant stakeholders have access to crucial
information, fostering transparency and informed decision-making. The AM dashboard stands
as a testament to the organization's commitment to leveraging technology for enhanced
operational visibility and strategic management.


Intelligent Inspection in POWERGRID (l2P) -Intelligent Inspection module has been
implemented in December 2023, utilizing QR codes enabled efficient daily, monthly,
quarterly, and half-yearly inspections of substation equipment. The rugged tablets used
for data logging are water and dust protected, unaffected by electromagnetic induction,
and allow users to input data in both online and offline modes. QR codes on each equipment
streamline identification, reducing search time in the ERP database. The system captures
and stores photographs of equipment defects, generates work orders and notifications
on-site, and ensures data accuracy with prompt error messages. The module also provides
analytics for comprehensive asset assessment, addressing issues like erroneous readings
and lack of real-time information for on-site teams.


Drone Patrolling of Transmission Lines -Successful drone-based patrolling of
transmission lines conducted covering about 900 kilometers. Drone-based patrolling
enhances the efficiency and effectiveness of monitoring activities, allowing for swift and
comprehensive inspections of transmission lines. Drones patrolling enables the
identification of potential issues and facilitates timely maintenance efforts. The
initiative demonstrates the Company's commitment to leveraging cutting-edge technology for
the reliable and secure operation of its transmission infrastructure.


3.2. National Transmission Asset Management Centre (NTAMC), Manesar and Regional
Transmission Asset Management Centres (RTAMCs)

To facilitate remote operation of your Company's transmission system and monitoring of
various parameters on real time basis at Regional and National levels, NTAMC was set up at
Manesar, near Gurugram (Haryana) and RTAMCs were set up at various locations across the
country. The back-up of the main control centre i.e. BNTAMC is located at Bengaluru
(Karnataka). These state-of-the-art centres are manned round-the-clock by experts for
effective monitoring and management of transmission assets. Online monitoring of major
maintenance activities is also being carried out from NTAMC through Augmented Reality
using Headgear. This helps in preventive measures for maloperations.

During FY 2023-24, 7 Extra High Voltage (EHV) substations were integrated with NTAMC
for remote operation. By the end of FY 2023-24, a total of 278 substations are being
operated remotely from these asset management centres.


3.3. Cyber Security

Cybersecurity initiatives are led by the Chief Information Security Officer (CISO)
through the Information Security Department in the Company. Your Company's Corporate
Office, all Regional Headquarters and 269 substations are certified as per the Information
Security Management System ISO:27001. Your Company conducts extensive training programs
for employees and participated in programs and simulations organised by Computer Emergency
Response Team (CERT-ln) and National Critical Information Infrastructure Protection Center
(NCIIPC).

In addition, the Company works closely with designated statutory bodies: CERT-ln and
the NCIIPC. Your Company follows the recommendations issued by these agencies from time to
time and shares them with other utilities in the transmission sector. The Company has
setup an Indigenous Integrated Information Security Operations Center (I3SOC) for
monitoring and threat analysis to strengthen cyber security resilience.


3.4. Safety

Your Company holds an ISO 45001:2018 certification for the Occupational Health &
Safety Management System, demonstrating its commitment to maintaining a healthy work
environment by rigorously following workplace health and safety standards. The Company
acknowledges its responsibility to ensure a safe working environment for both employees
and contracted workers. The Company has meticulously incorporated safety considerations
into every phase of its operations, from design and construction to operation &
maintenance of assets.

With a structured approach implemented across Corporate, Regional, and site levels, the
Company promotes accident prevention measures related to transmission lines, substations,
and ongoing construction and maintenance activities. Rigorous monitoring and performance
reviews are conducted regularly at all levels, overseen by designated safety officers at
Corporate and Regional tiers.

Comprehensive safety measures are undertaken, which includes conducting safety audits,
inspections, safety trainings, daily briefings, and mock drills for both staff and
contract workers across various operation & maintenance sites.

Through various events such as annual celebration of National Safety Day/Week, National
Fire Safety Day/ Week, and National Electrical Day/Week, the Company engages employees,
their families, and contractual workers, fostering awareness and adherence to safety
practices at both workplace and home.

All safety-related incidents are meticulously reviewed by Accident Inquiry Committees,
Standing Safety Management Committee and POWERGRID Apex Safety Board and recommendations
are widely circulated across sites for implementation, ensuring continuous improvement in
safety practices.

Various initiatives taken during FY 2023-24 includes:

. Developed an Online Safety Activity Portal for efficient safety reporting and
streamlined processes.

. Created a Safety Tab in the PRANIT portal to ensure contractual compliance regarding
vendor accidents.

. Initiated a pilot project for remote monitoring of construction sites using j Al-equipped
head-mounted cameras.

. Established Standard Operating Procedures for utilizing the Safety Corpus Fund to
enhance contract workers' 1 welfare.

. Revised contractual provisions to

prioritize safety and minimize safety practice gaps.

. Instituted awards to recognize safety excellence among workers.

. Implemented surprise video calls for safety inspections to ensure compliance.

. Sharing lessons from accidents to

prevent recurrence and promote continuous improvement in safety practices.

. Implemented safety awareness programs such as Safety Day, Line Man Diwas, Fire Day,
Environment Day, and Electrical Safety Day across Company.

. Provided safety awareness training and lectures to employees and contract workers.

During FY 2023-24, 7,717 safety trainings, 1,192 safety mock drills and 62,758 safety
briefing/ pep talks were conducted.


4. Disaster Management

The Company has a "disaster and crisis management plan" to take immediate
action during the pre- and post-disaster period and to quickly restore damaged power
infrastructure. It outlines the hierarchy of management at different levels to manage
crises and disasters effectively and efficiently, and clearly defines roles /
responsibilities of different departments in disaster management.

Based on the input from the Indian Meteorological Department (IMD), the Company has
taken preparatory measures before all cyclones in FY 2023-24. Due to advanced preparation
and robust infrastructure, the impact to your Company's transmission network was minimal
during cyclones. The Company has also fully supported the transmission and distribution
utilities of the affected states by providing manpower and equipment to rapidly restore
their damaged transmission and distribution networks.


5. Project Implementation

During FY 2023-24, your Company added about 4,036 circuit kilometer (ckm) of Extra High
Voltage (EHV) transmission lines, 19,720 Mega Volt Ampere (MVA) transformation capacity
and 6 new Substations (including through its subsidiaries).

Further, about 9,169 km of OPGW network was added during the year to support voice and
data communication with Regional Load Dispatch Centres (RLDCs) / State Load Despatch
Centres (SLDCs) for effective grid management.


Transmission Lines

. 400 kV 2xD/C Bikaner-ll SEZ - Khetri line along with 240 MVAR line reactor each at
Bikaner-ll & Khetri

. 400 kV 2xD/c Khetri-Bhiwadi line

. 400 kV D/C Lower Subhansiri - Biswanath Chariyali -II line

. 400 kV D/c Neemuch-Mandsaur line

. 400 kV D/c Neemuch-Chhitorgarh line

. 400 kV D/c Muradnagar-ll - Simbhawali line

. 400 kV D/c (q) Sitamarhi - Dhalkebar line

. 400 kV D/C (Twin HTLS) Fatehgarh-lll (Ramgarh-ll)-Jaisalmer-ll (RVPNL) line

. 400 kV D/C (Twin HTLS) Fatehgarh-lll (Ramgarh-ll) -Fatehgarh-ll line

. LILO of 765 kV Ghatampur - Hapur (WUPPTCL) line at 765 kV GIS Rampur substation . 132
kV Roing-Chapakowa D/c line


Substations

. 765/400/220kV Meerut GIS substation

. 400/220 kV Fatehgarh-lll (Ramgarh-ll) substation

. 400/220 kV, Bikaner-ll substation

. 400/220/132 kV GIS Simbhavali substation

. 400/220/132 kV GIS, Mohanlalganj substation

. 400/220 kV Neemuch substation

As on 31st March 2024, the inter-regional power transfer capacity of the
transmission assets belonging to the Company and its subsidiaries was 99,580 MW (i.e.
83.86%) out of 1,18,740 MW inter-regional power transfer capacity of the national grid.


6. Capital Investment, Fund Mobilization & Investment Approvals

During FY 2023-24, your Company made a consolidated capital investment of 511,219
crore on cash basis. To finance this investment, the Company mobilized 58,699
crore through bonds & term loans and 52,520 crore from Internal accruals and Others.
During the year, consolidated capital investment on accrual basis was 512,500
crore.

During FY 2023-24, investment approvals for transmission projects under regulated
tariff mechanism (RTM) worth ~ 53,600 crore have been accorded and Company acquired
projects estimated at ~ 533,500 crore under the Tariff Based Competitive Bidding (TBCB)
mechanism.


7. Commercial Performance

Sharing of Inter-state transmission charges is governed by CERC (Sharing of Inter State
Transmission Charges and Losses) Regulations, as notified from time to time in line with
the National Tariff Policy notified by Govt, of India and provisions of the Electricity
Act, 2003. Presently, CERC (Sharing of Inter State Transmission Charges and Losses)
Regulations, 2020 are in vogue. As per the Sharing Regulations, the Central Transmission
Utility (CTU), had the responsibility of billing & collecting transmission charges on
behalf of all ISTS licensees in the country including your Company and disbursing to them.
Central Transmission Utility of India Limited (CTUIL), a wholly owned subsidiary of your
Company has been notified as CTU by the Government of India. Your Company continues to be
a deemed Transmission Licensee under the Electricity Act, 2003.

Your Company, through regular follow up with its customers (DICs) and timely regulatory
actions has achieved collection efficiency of 100.06% of billing in FY 2023-24 against
collection efficiency of 98.84% of billing in FY 2022-23.


8. Other Businesses

8.1. Telecom Business

a) POWERGRID Teleservices Limited (PowerTel)

Leveraging its countrywide transmission infrastructure, your Company had diversified
into Telecom business by installing overhead optic fiber network using OPGW (Optical
Ground Wire).

Your Company had incorporated a wholly owned subsidiary 'POWERGRID Teleservices
Limited' (PowerTel) on November 25, 2021 to undertake Telecommunications and Digital
Technology Business. PowerTel has obtained Unified License with service authorizations for
National Long Distance (NLD), Internet Service Provider (ISP-A) & International Long
Distance (ILD) from Department of Telecommunications (Dot). The Telecom business of your
Company has been transferred to PowerTel w.e.f. October 01, 2023.

PowerTel is providing nationwide services like point-to-point leased line services,
Internet leased line, Tower co-location, MPLS based IP-VPN, SD-WAN, DDoS etc. in all parts
of the country with its pan India high-capacity network. PowerTel with its Network of more
than 1,00,000 km is present in more than 3000 locations covering all the important cities
/towns and metros in India. During the year the telecom backbone availability was 100%.
During FY 2023-24, revenue from telecom business was 5822 crore.


Key milestones/ new ! initiatives by PowerTel during ; the years are as below:

. Signed an Mol) with the State of Meghalaya on March 02, 2024 for strengthening of
Telecom Connectivity in the State of Meghalaya.

. During G20 Summit, played a vital role, in close co-ordination with DoT, in fending
off multiple cyber-attacks, targeting various Govt. & private portals during the
summit and had successfully blocked more than 250 malicious sites and mitigated numerous
DDoS cyber-attacks.

. POWERGRID Board accorded approvals for "Expansion of POWERGRID Telecom into Data
Center Business and to establish the Pilot Data Center at Manesar." Central
Electricity Regulatory Commission (CERC) accorded the permission on November 30, 2022 to
set-up the Data Centre (DC) at Manesar through PowerTel and the same is under
implementation.

. Received permission from (S CERC on March 27, 2024 to establish Data Centres at 15
Nos. substation locations across the country. Based on customer requirement and business
experience, ? establishing Data Centres at these locations would be explored.

. Established International Telecom Gateways at Muzaffarpur (Bihar) and Behrampur (West
Bengal) to provide Telecom connectivity to Nepal and Bangladesh respectively.

. Company is proud to receive appreciation from ISRO for high degree of excellence in
providing & monitoring mission critical Telecom links which supported the Chandrayaan3
Mission.


8.2. Consulting Services

Your Company, one of the largest power transmission utilities globally, has developed
its expertise in core areas including power transmission projects, sub-transmission
systems, distribution management, load dispatch, and communications, both in India and
internationally. Leveraging this extensive experience, the Company has provided consulting
services to numerous clients domestically and abroad. This year, the Consultancy segment
generated operational revenue of Rs.553 crore.


a) Domestic Market

Your Company is implementing some of the flagship projects of Government of India as
consultancy assignments, these includes strengthening of the Intra-State Transmission and
Distribution Systems (33kV and above) namely 'NER Power System Improvement Project'
(NERPSIP) in Manipur, Meghalaya, Mizoram, Tripura, Nagaland & Assam, 'Comprehensive
Scheme' for strengthening of Transmission & Distribution in Arunachal Pradesh and
Sikkim and Prime Minister's Development Package 2015 (PMDP-15).

The Company is also providing consultancy services to Indian Railway for
electrification of unelectrified railways tracks in Central, East Central, South-Western
& South-East-Central Railway zones and NHAI in Bharatmala Pariyojana.

Your Company is currently executing about 79 nos. of domestic consultancy assignments
in various fields including transmission & sub transmission, design & engineering,
EV charging, Renewable, etc. During the year, your Company bagged 21 new domestic
consultancy assignments.

Some of the major consultancy assignments include:

. Moll signed with UPPTCL for . providing consultancy services for establishment of
State L Transmission Asset Management System (STAMS) for remote operation of EHV
substations of j UPPTCL.

. Agreement signed with KPDCL, JPDCL and LPDD for loss reduction in distribution works
under Government of India flagship program of Revamped Distribution Sector Scheme (RDSS).

. Consultancy services to MSETCL for

? Up-gradation of existing HVDC Control & Protection System of ?500 kV Chandrapur
- Padghe HVDC Bipole link to suitable version of control and protection system.

? Re-location of Earth Electrode Station of ?500 kV Chandrapur-Padghe HVDC link of
MSETCL at Anjur.

. Consultancy Services to CG Power and Industrial Solution Limited (CGL) for Design/
Drawing review, approval, manufacturing process inspection, stage inspection, witnessing
of routine & Type test (Dynamic Short Circuit test) of 1 Unit of 500 MVA, 400 kV Auto
Transformer.

. Consultancy Services to M/s GE T&D India Limited for review, drawing/MQP
approval, Inspection/ witnessing of routine test, type test and witnessing short circuit
test for 500 MVA 400/220/33 kV three phase ICT.

. Consultancy services to NHIDCL for Construction of 2x25MVA, 66/11 kV, substation at
Zojila east portal location and 66 kV D/c line from 220/66 kV Dross substation to 66/11 kV
Zojila east portal location substation along with 66 kV underground cable work.

. Consultancy services to NHIDCL for Construction of 50MVA 220/33kV Nilgrar Substation
and LILO of one circuit of SLTS at Nilgrar at West Portal location.

. Consultancy services to CVPPL for Laying of 400 kV Dedicated Transmission Line from
Pot Head Yards of 1000 MW Pakal Dul HE Project, 624 MW Kiru HE Project & 540 MW Kwar
HE Project to proposed Pooling Station in Kishtwar.


b) International Market

On the International front, as on March 31, 2024, your Company has its footprint in 23
countries. Your Company is currently executing about 19 nos. of international consultancy
assignments. During the year, your Company bagged 9 nos. of new international consultancy
assignments.

Kenya is a strategic gateway to the East African market and a key player in driving
regional integration. A privately Initiated Proposal (PIP) for development of transmission
project in Kenya has been submitted by your Company in Joint Venture with Africa-50,
followed by submission of Project Development Report for implementation of 400 kV &
220 kV Transmission system in Kenya. On May 15,2024, your Company and Africa 50 received
Notice from KETRACO, Kenya to proceed for Negotiation. The estimated cost of the Project
is USD 313 Million. Your Company is exploring suitable opportunities to replicate the
similar model in other African countries (Tanzania, Mozambique, Republic of Gabon,
Nigeria) as well.


9. Cross Border Interconnections

India, being centrally placed in South Asian region, has been playing a major role in
establishment and planning of cross-border interconnections with various neighbouring
countries in South Asia, South East Asia and Middle East, namely Nepal, Bhutan,
Bangladesh, Sri Lanka, Myanmar, Maldives, Oman, UAE, Saudi Arabia, and Singapore for
optimal utilization of regional energy resources as well as better capacity utilization
due to diversity in peak demand among countries.

The present cumulative power transfer between India and neighbouring countries through
cross-border interconnections is about 4,745MW. Additional transmission interconnections
with Nepal viz. Gorakhpur (India) - New Butwal (Nepal) 400kV D/c (Quad) transmission line
is under various stages of implementation.


10. Quality Management

Your Company has established and maintained systems and procedures in line with the
Publicly Available Specification, PAS 99:2012, while also meeting the standards of ISO
9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System),
and ISO 45001:2018 (Occupational Health & Safety Management System).

External surveillance audit of Integrated Management System (IMS) was completed
successfully during FY 2023-24 without any non-conformity. Re-certification of Social
Accountability Standard, SA 8000:2014 was accorded by external agency on May 31,2023, and
all the establishments of the Company have been certified with Social Accountability
Standard.

Various initiatives taken in the field of quality management are as follows:

. A total of 16,283 nos. inspection calls attended during FY 2023-24.

. To encourage and develop MSME manufacturers for supply of innovative and quality
products and to promoting Atmanirbhar Bharat/ Make in India, during FY 2023-24,83 nos. new
vendors were added (out of which 31 nos. are micro/small enterprises).

. New manufacturers applying for registration in the Company were assessed prior to
approval. Compliance

to the audit observations, if any, noted during the assessment got complied by hand
holding the manufacturer.

. Meetings and discussions with manufacturers were held for rectifying key quality
issues. Internal Quality meets were also organized for knowledge sharing during FY24.

. Micro, Small and Medium Enterprises (MSME), registered with the Company, were
sensitized about Zero Defect Zero Effect (ZED) program through various modes.

. To encourage and support new vendor, online vendor registration process development
and its Version 2.0 was launched.


11. Research & Development (R&D) and Innovation initiatives

As a recognition towards its continuous endeavour for developing innovative
technologies, your Company has been granted two patents by the Indian Patent Office,
Government of India, in the field of sustainability, namely:

. Patent (No. 448560) for an invention entitled 'Field Programmable Gate Array (FPGA)
based micro-grid control and monitoring system'.

. Patent (No. 516615) for an invention entitled 'Thermal Energy Storage (TES) Based Air
Conditioning System and A Method to Manufacture the Same'

This recognition exemplifies Company's innovative spirit and steadfast dedication to
advancing indigenous technology.

During FY 2023-24, the expenditure on Research & Development (R&D) and
Innovation initiatives by your

Company is S218.07 crore

Key developments in the field of Research and Development are as follows:

. Your Company is gearing up towards development of India's first 500MW offshore wind
power evacuation system. In this direction, the Company has entered into collaboration
with Department of Oceanography, NT Madras. An Moll has also signed with National
Institute of Oceanography for carrying out marine survey / studies for offshore wind power
evacuation system.

. Protection Automation and Control laboratory at PARTeC, Manesar has received the
prestigious UCAlug Accreditation to perform IEC 61850 Conformance Testing.
Globally, POWERGRID is the Second Utility to have the UCAlug Accreditation.

. In line with the 'Aatmanirbhar Bharat' and 'Make in India' initiatives, your Company
has developed a Substation Inspection Robot in collaboration with Indian Institute
of Technology, Kanpur. The robot utilizes advanced vision processing and Al/ ML algorithms
to independently identify and flag any damage or failure to any critical components in the
substation. The advent of AI-ML applications overcomes the subjectivity in the inspection
by avoiding human intervention in the process.

. For Efficient condition monitoring of I Capacitive Voltage Transformers (cVTs) across
various bays, a comprehensive solution has been meticulously crafted, I comprising a pair
of synchronized voltmeters capable of precisely measuring voltage and frequency between
the two CVTs in real-time via RF Communications. I This innovative solution promises I
enhanced efficiency and reliability in CVT condition monitoring, providing comprehensive
insights for effective maintenance strategies.

. Your Company is in the process of development of Super-Hydrophobic coating
insulators in collaboration with NT Kanpur, which will improve its performance
and reduce the maintenance. Benefit from superior protection against arcing and
flashovers, complemented by sustained reduction in leakage currents.

. Your Company has facilitated development of 800 kV and 420 kV Resin Impregnated
Paper (RIP) bushings.

In this regard, development and the supply of one 800 kV and one 420 kV RIP bushing has
been successfully completed at the Aurangabad substation, along with one 800 kV RIP
bushing at the Thiruvalam substation. These advanced technology bushings are expected to
reduce chances of fire breaking out and have minimalistic effects on the nearby equipment
in switchyard in the unlikely event of its failure.

. Comprehensive seasonal measurements of Electro-Magnetic Field were conducted on 23
nos. of 400 kV and 765 kV AC transmission lines in different geographies and the results
were made public through POWERGRID's internet website. From the measurements, it is
ascertained that the EMF levels remain well within the limits prescribed by international
guidelines. This signifies that the transmission lines are operating in a safe and
compliant manner, with due regard for the health and safety of the public and the
environment.

. POWERGRID Centre of Excellence in Cyber Security at Indian Institute of Science,
Bangalore is facilitating continuous research, monitoring, development and demonstration
of Cybersecurity aspects in Transmission and Grid Operation.

. In the realm of Power System simulation studies, POWERGRID surged ahead in the past
year, achieving remarkable milestones that set new standards in the Power system arena
like development of project specific VSC-STATCOM model in PSCAD and PSS/e software and
carrying out simulation studies to find out the root cause analysis of system induced
equipment failures/ tripping in the system that impacted the operational performance.

. Various labs under POWERGRID Advanced Research and Technology Centre (PARTeC) Labs
have been accorded prestigious 


NABL accreditation as per IEC 17025 standard for Testing Scope. Attaining the NABL
Certificate further underscores POWERGRID's commitment towards quality and excellence.

. During India Smart Utility Week 2024, held at New Delhi, two of the R&D Projects
has won prestigious India Smart Grid Forum (ISGF) Innovation Awards 2024.

? Diamond (1st Prize) Award in the * category, "Smart Technology
Electricity Transmission", for the project, "Application of Geographic
Information System, Remote Sensing and Image Processing in Power Transmission".

? Gold (3rd Prize) Award in the category, "Adoption of Artificial
Intelligence, Machine Learning and Robotic Solutions - Utility (including Smart Business
Models)", for the project, "Autonomous Robotic Solution for Inspection of High
Voltage Electrical Substations".


12. Participation in Gol Initiatives

12.1. Promotion of 'Make In India'

Your Company has actively promoted the localization of various goods required for the
development and operation of the transmission system. By encouraging foreign manufacturers
to establish facilities in India, the Company has supported the Government's Make in India
initiative. As a result of these efforts, numerous foreign manufacturers have set up new
plants and facilities in India over the past few years, producing equipment such as GIS,
transformers, reactors, STATCOM, and OPGW. This has expanded the vendor base and led to a
more efficient supply chain.

The Company also encourages existing vendors to upgrade their equipment to higher
voltage levels and expand their product range to increase the vendor base.

Furthermore, the Company has strongly emphasized sourcing from local suppliers across
its procurement verticals, in alignment with the Government of India policy. This
commitment is demonstrated by the fact that, during FY 2023-24, a total of f23,658 crore
(201 contracts) was awarded to Indian vendors. The Company is actively fostering the
development of its domestic vendor base by encouraging local supplier participation and
enhancing the capacity of existing vendors.


12.2. Promotion of Micro, Small and Medium Enterprises (MSME)

In line with Govt, of India directives for promotion of MSMEs, the Company has been
complying with the guidelines issued by the Government from time to time. The Company is
registered on all the three (03) available Trade Receivable e-Discounting System (TReDS)
platforms of (i) Receivable Exchange of India Limited (RXIL) (a NSE - SIDBI JV), (ii) Mynd
Solutions Private Ltd (Mlxchange) and (iii) A TREDS Ltd. (invoicemart). Trade Receivables
Discounting System (TReDS) is the platform for facilitating the financing of trade
receivables from corporate and other buyers, including Government Departments and Public
Sector Undertakings (PSUs), through multiple financiers.

The Company is regularly encouraging MSME suppliers for on-boarding on TReDS Platforms
through various Vendor Development Programs (VDPs) being organized at Corporate Center and
across Regional establishments all over the country. Your Company also has contractual
provisions that MSME vendors may avail TReDS facilities for payment.

Suitable provisions have already been incorporated in the bidding documents of the
Company for procurement of various products and services rendered by Micro and Small
Enterprises (MSEs) in line with the Public Procurement Policy of the Government of India.
The Company has surpassed the target of mandatory procurement of 25% out of total annual
purchases of products and services rendered by Micro and Small Enterprises in line with
Public Procurement Policy (Order 2012) read in conjunction with its amendment in November
2018.

In terms of the said policy, the total eligible value of annual procurement of goods
produced and services rendered by MSEs (including MSEs owned by SC/ ST and Women
entrepreneurs) during financial year 2023-24 was S 2,518 Crore. The total
procurement from MSEs (including MSES owned by SC/ST and Women entrepreneurs) was
Rs.1,448.46 Crore (57.52%). Further, the total procurement from MSEs owned by SC/ ST
entrepreneurs is Rs.48.63 Crore (1.93%) and from MSEs owned by Women Entrepreneurs is
Rs.95.70 Crore (3.80%) against the sub-targets of 04% and 03% annual procurement from MSEs
owned by SC/ ST and Women entrepreneurs respectively. As such, Company is meeting the
sub-target as per Public Procurement Policy for MSEs Order 2012, and its Amendment dated
November 09, 2018, which, inter alia, directs that in event of failure of such Micro and
Small Enterprises to participate in tender process or meet tender requirements and LI
price, 4 percent sub-target for procurement earmarked for Micro and Small Enterprises
owned by Scheduled Caste or Scheduled Tribe entrepreneurs shall be met from other Micro
and Small Enterprises.

Annual procurement plan for FY 2023-24 from MSEs is uploaded on www.powergrid.in.

The Company has taken various steps to encourage MSE participation in the procurement
process across India as mentioned below:


• Purchase preference to MSEs: Suitable provisions have been incorporated for
purchase preference upto 25% from MSEs including 4% from MSEs owned by SC/ST Entrepreneurs
and 3% from MSEs owned by Women Entrepreneurs in the Bidding Documents for all procurement
of Goods and Services in the ambit of MSEs. For divisible packages, the purchase
preference is given to MSEs for upto 25% of package value and for non-divisible packages,
the purchase preference is given to lowest MSE bidder for 100% of package value.


• Relaxation in Bid conditions: MSEs are given relaxation in financial
qualification criteria in all procurement of Goods and Services in the ambit of MSEs.
Further to encourage participation of MSEs, for procurement of Goods and Services below 55
Crore, 100% relaxation in financial qualification criteria is given to MSE Bidders.


• Waiver of Earnest Money Deposit (EMD): MSEs are exempted from submitting
Tender fees and EMD in compliance to the Public Procurement Policy for Micro & Small
Enterprises Order, 2012.


• Exclusive Tenders for SC/ST and Women MSEs: POWERGRID has introduced a
distinct approach i.e. 'Exclusive Tenders' for SC/ST and Women MSEs where in only SC/ST
MSEs are eligible to participate the tenders for certain Goods and Services.

During this year, in order to encourage and develop Micro and Small manufacturers for
supply of innovative & quality products, 18 nos. of Vendor Development Programs (VDPs)
have been organized in various parts of the country out of which 09 nos. of VDPs were
exclusively held for SC/ST and Women MSEs. In these MSE vendor development programs
various presentations were made and discussions were held with representatives of numerous
Micro and Small Enterprises of our Country. Special focus was kept on Micro and Small
Enterprises owned by SC/ ST and Women entrepreneurs. The response of Micro and Small
Enterprises in these meetings was overwhelming. A number of Micro, Small & Medium
Enterprises have been developed as sub-vendors and approved for supply of components for
various equipment.


12.3. Procurement through Government e-Marketplace (GeM):

In line with Gol mandate, procurement through GeM in POWERGRID started in FY 2018-19
and in subsequent years, with persistent emphasis, procurement through GeM has
continuously increased. During FY 2023-24, procurement of 55,015 crore of Goods &
Services (including one time procurement of Smart meters for 53,546 crore) was done (on
consolidated Basis) from GeM portal which is about 3.5 times the procurement of last FY
2022-23 (51,404 crore).

Further, the percentage achievement for FY 2023-24 in respect of GeM procurement works
out to 100%, of such procurements of which Feature/categories are available on GeM.


13. Sustainable Growth

Your Company is integrating the principles of Environment, Social, and Governance (ESG)
into its business operations, emphasizing the importance of the ESG ecosystem. The Company
is actively taking steps to align its sustainability practices with global standards.


13.1. Environment and Social Management

Your Company has been practicing the standards of sustainable development integrated in
its corporate Environmental and Social Policy & Procedures (ESPP) since 1998, that
lays down a detailed framework for identification, assessment, and management for
environmental and social concerns at organizational and project level based on the
established principles of Avoidance, Minimization and Mitigation with provision of
restoration too. The comprehensive coverage and content of the ESPP are demonstrated by
its acceptance by two leading Multilateral Agencies of the world i.e. The World Bank and
ADB under their Use of Country System (UCS) and Country Safeguard System (CSS) policy in
2009 and 2017 respectively.

Further, recognizing the changing business landscape, your Company has been placing
significant importance on Environmental, Social, and Governance (ESG) issues and long-term
sustainability goals. It is a matter of great satisfaction that your Company has
consistently received high ratings from several independent agencies on sustainability
parameters, including ESG. However, your Company has planned to further improve its
performance by setting higher goals and scaling up its sustainability efforts. Key
initiatives taken in this direction include:

. Your Company has set ambitious goals such as 50% Electricity consumption from
renewable sources by 2025, achieving Net Zero by 2047, becoming Water positive by 2030 and
Zero waste to landfill by 2030, as part of its ESG Policy, Water Management Policy &
Waste Management Policy, all of which have already been approved by the Board.

. To achieve the goal of water positivity, your Company is undertaking several steps
including reduction of water consumption, implementing rainwater harvesting, treatment
& utilization of wastewater and sensitizing employees.

. To reduce its carbon footprints, Company has already taken various measures such as
installing rooftop solar PV systems in office buildings & establishments,
progressively replacing diesel vehicle by electric vehicles, improving carbon sink through
plantation, etc. Additionally, your Company is in the process of establishment of
large-scale solar PV plants of 85 MW capacity at Nagda, Distt. Ujjain (M.P.)

Further details on Company's E & S performance/ achievement have been provided
under BRSR and Natural Capital sections of this integrated annual report.


13.2. Corporate Social Responsibility (CSR)

For social and economic development of communities, your Company undertakes CSR
activities in areas of healthcare, drinking water & sanitation, education, skill
development, rural development, and other areas of national importance. The projects are
conceived in consultation with the stakeholders, primarily in the vicinity of its area of
operations.

Your Company has spent 5330.48 crore during FY 2023-24. Further, during the year
Company has approved 165 projects worth 5471.56 crore.


Major CSR Projects undertaken by the Company during FY 2023-24 are:

a) Completed / handed over the following major CSR projects:

? Vishram Sadan at Guwahati Medical College & Hospital, Guwahati (Assam).

? Dharamshala/Night Shelter in premises of NIMHANS, Bangalore, Karnataka.

? Vishram Sadan at Sir Sayajirao General (SSG) Hospital, Vadodara Gujarat.

? Supply and Installation 128 Slice CT scan for emergency medical services department
of JIPMER, Pondicherry.

? Providing Cath lab equipment with advanced features and renovation of Cath Lab
premises at Govt. Rajaji Hospital, Madurai, Tamil Nadu.

? Nutritious Support to TB affected patients in Andhra Pradesh - TB Mukt Bharat.

? To improve neonatal health facilities and reduce neonatal mortality in Gujarat with
the help of G.C.S.R.A provides 10 NICU on wheels across 26 blocks of Gujarat.

? Providing financial assistance to National Foundation for Communal Harmony (NFCH) for
education of 1911 violence affected students from Assam, Manipur, and Chhattisgarh, etc.

? Pediatric Laparoscope, Cystoscope and Endobronchial Ultra-Sound (EBUS) System for
Govt. Medical College, Patiala, Panjab.


b) Major CSR projects under progress:

? Construction of Vishram Sadan at RIMS, Ranchi.

? Construction of Vishram Sadan at MLB medical College Jhansi.

? Construction of Vishram Sadan at MKCG Govt, Medical college and Hospital, Berhampur
Odisha.

? Equipping Interventional Radiology Suite in POWERGRID Modular OT Complex at ACTREC,
TMC.

? Supply and Installation 128 Slice CT scan for Manorama Raje T B Hospital (MRTB)
Hospital, Indore, Madhya Pradesh & Tata Memorial Centre, Homi Bhabha Cancer Hospital
& Research Centre, New Chandigarh, Punjab.

? Providing Cath lab equipment with advanced features and renovation of Cath Lab
premises at Govt. Rajaji Hospital, Madurai, Tamil Nadu.

? Providing Medical Equipment for Department of General Surgery Radiology, Gynae &
Obs, and Orthopedics, Deben Mehata Govt. Medical College & Hospital.

? Providing financial assistance to ESIC Medical College and Hospital, Faridabad in
setting up of advanced robotic surgical system for Robotic Surgery.

? Providing assistance to Government Hospital, Faridabad for procurement and supply of
medical equipment(s) to Civil Hospital, Faridabad and various attached UPHC, DCH,
Polyclinics across Faridabad.

? Installation of High Technology Nucleic Acid Amplification testing (ID NAAT) Machine
at AIIMS, Mohali.

? Providing Medical Equipment to AIIMS, Raipur (Chhattisgarh), Bilaspur (Himachal
Pradesh) , Betul (Madhya Pradesh), Nashik & Sasoon (Maharashtra).

? Providing financial assistance for supply of medical equipment to Silchar Medical
College, Construction of Sick Newborn Care unit/Pediatric Ward to S.N. Dev Civil Hospital
and supply of DG sets to 07 BPHC's at District Cachar, Assam.

? Providing equipment and instruments for Health and Family Welfare department,
Karimganj District, Assam under jurisdiction of National Health Mission.

? Providing Normal & ALS Ambulance, Eco Van & Hospital Beds & Nightstands
in DDMA & Medical institutions under Govt, of Mizoram.

? Construction of new annex building to Dr. Ravi Boro Civil Hospital at Mushalpur in
Baksa District (BTR), Assam.

? Establishment of Component Separation Unit in Blood Bank of Sivasagar Civil Hospital,
Sivasagar, Assam.

? Providing Medical Equipment and Machines at District Hospital, Dadra & Nagar
Haveli (DNHDD) u/t, GMERS Medical College Hospital, Valsad, various Community Health
Centers (Kaprada, Rohina, Bhilad, Atgam, Dungri and etc.) Gujarat.

? Purchasing and supplying of Speed Boat Ambulance; Supply of Medical
Equipment/lnstrument for Automation in Blood Bank, 2 ALS Ambulances, 6 BLS Ambulance for
Hospitals in Goa State.

? Supply & installation of integrated Air source heat pump & hot water storage
tank for supply of hot water at various departments of Davangere district, Karnataka.

? "Sustainable Green Power & Monitoring Services", in District
Headquarter Hospital (DHH), Maternal & Child Health Hospital (MCH) and SKCG Autonomous
College, Gajapati district, Odisha.

? Proposal for providing relief to the Flash Flood affected areas including Restoration
Work of 33kV, llkV and 400V LT line in Sikkim.

? Supply & Installation of Solar streetlights in Sitapur, Amroha &
Siddharthnagar.

? Providing 0.5 MLD Micro Filter Plants at 24 Gram Panchayats in Krishna District,
Andhra Pradesh.

? Providing financial assistance for organizing job-oriented skill development training
programme in the field of Plastic Engineering & Technology for under privileged /
unemployed youth at CIPET, Murthal.

? Smart Class in Rajasthan.

? Setting up Industrial Training Institute (iTl) at Gorakhpur, Uttar Pradesh &
Perumbakkam, Kanchipuram district, Tamil Nadu.

? To Develop Thirty (30) nos. Anganwadi Centre as model Anganwadi Centre.

? Repair and Renovation of 16 Govt, primary and higher primary schools, District
Mahoba.

? Construction of Library reading room, common room, internal road and development of
surrounding area at Munsi Singh College, Motihari.

? Furnishing of Town Hall Supaul.

? Multipurpose Hall at New Police Line Ara.

? Construction of Community Centers & Development of Govt Schools at Kota Providing
Medical equipment and development of PHC and Renovation of 3 no's PHC in District health
& PW officer under Davanagere District.

? Providing a Truck Mounted Vacuum Road Sweeping Machine to Malegaon Municipal
Corporation, Dist.-Nashik, Maharashtra.

? Engagement of Apprentices FY2023-24.

? Skill development of workforce for implementation of Smart Metering under RDSS of
Gol.


Important CSR projects sanctioned during FY 2023-24:

? Contribution towards PM CARES fund for FY 23-24.

? Procurement of Linear Accelerator for treatment of Cancer patients at Homi Bhabha
Cancer Hospital & Research Centre, Vishakhapatnam.

? Construction of 250 bedded Vishram Sadan at AIIMS, Bilaspur, Himachal Pradesh.

? Skill development of workforce for implementation of Smart Metering under RDSS of
Gol.

? Providing financial assistance to ESIC Medical College and Hospital, Faridabad for
procurement of advanced robotic surgical system.

? Procurement and installation of MRI and CT scan machines AIIMS, Bilaspur, Himachal
Pradesh.

? Engagement of apprentice trainees for skill development under CSR initiative of
POWERGRID for one year.

? Construction of 200 bedded Vishram Sadan at Sir Sunder Lai Hospital, Banaras Hindu
University, Varanasi, U.P.

? Procurement of medical equipment to AIIMS, Raipur, Chhattisgarh.

? Providing smart classrooms systems to 597 smart classrooms in Govt, schools of 3
districts namely Kota, Jodhpur and Jaisalmer of Rajasthan.

? Financial assistance for Equipping Interventional Radiology Suite in POWERGRID
Modular OT Complex at ACTREC, TMC Mumbai.

? Providing 1 no. CT Scanners 128 Slice Machine to MGM Medical College & MRTB
Hospital, Indore, MP.

? Construction of 15 community halls at Varanasi, UP.

? CT Scanner and Molecular Pathology Lab for Homi Bhabha Cancer Hospital & Research
Centre, Punjab.

? Setting up of Diagnostic Lab with medical equipment at Ganesh Shankar Vidyarthi
Memorial Medical College (GSVM), Kanpur.

? Supply and installation of medical equipment in 10 PHCs and Repairing &
Renovation of 3 PHCs in Davengere District, Karnataka.

? Providing nutritious support to TB affected patients in Andhra Pradesh.

? Providing 10 NICU on wheels across 26 blocks of Gujarat.

? Construction of multi-purpose hall at new Police line, Ara, Distt. Bhojpur, Bihar.

A complete list of all CSR Projects undertaken and sanctioned by the Company during FY
2023-24 are given in Annexure-X of this Report.


14. Governance

14.1. Right To Information

To promote transparency and accountability, an appropriate mechanism has been set up
across your Company in line with 'Right to Information Act, 2005'. The Company has
nominated Public Information officers and Appellate Authorities at Corporate, Regional
Head Quarters and other offices to provide required information to the citizens under the
provisions of Act.

The Company has also developed its own web based online RTI portal, which facilitates
timely reply of RTl/ Appeal to applicant by real time monitoring of all RTIs/ Appeals. The
portal also facilitates auto generation of various RTI reports for internal and external
stakeholders.

In FY 2023-24, around 967 RTI applications were received in the Company and processed
timely as per the RTI Act, 2005. Training programs / awareness sessions for the Company's
CPIOs/PIOs/Appellate Authorities were organized for sensitization about their role in
implementation of the RTI Act.


14.2. Commitment to Transparency and Ethical practices

Your Company advocates the principles of Transparency. Probity and Ethics in its
management functioning. Vigilance Department of your Company performs Preventive,
Pro-active as well as Punitive Vigilance and ensures that the best ethical practices are
followed in the organization.


a) Emphasis on Preventive Vigilance

To strengthen the organizational process and to minimize malpractices in various
systems & activities of the organization, emphasis on preventive vigilance is being
given. Preventive vigilance focuses on the right types of systems or need for
re-engineering proactive approach aimed at identification of opportunities and taking
action against potential threats.

During FY 2023-24, 71 surprise inspections, 26 process-on-line inspections and 26 Chief
Technical Examiner (CTE) Type inspections were conducted. Pursuant to Vigilance
inspections and observations/ recommendations, a number of systemic improvements have been
implemented.


b) Preventive Vigilance Workshops for Capacity Building

During FY 2023-24, various Preventive Vigilance Workshops and Webinars were conducted
for non-vigilance personnel in different regions of the Company. These workshops
inter-alia cover contracts management, provisions of Conduct Discipline and Appeal (CDA)
Rules, compliances of rules and policies, common irregularities, deliberation of case
studies based on real cases, quality aspects as well as Ethics Management which enables
the employees to identify and deal with ethical dilemma.


c) Vigilance Awareness

In pursuance of the directions of the Central Vigilance Commission, Vigilance Awareness
Week (VAW) was observed in POWERGRID from 30th October to 5th November, 2023
with the theme "wrap; farta =? Ttfif twflfd Tt " "Say no to corruption;
commit to the Nation". Further, preventive vigilance measures cum housekeeping
activities were also taken up as a 3 month's campaign from August 16, 2023 to November 15,
2023 as a precursor to VAW-2023. Various activities like essay competition, quiz
competition, slogan competition etc were organized within and outside POWERGRID in which
more than 14,000 students and 12,700 individuals including employees & their family
members participated. Awareness Gram Sabhas have been conducted at 197 villages for
dissemination of information regarding the menace of corruption wherein about 13,700
villagers were sensitized to curb the corruption and also to raise complaints at the
appropriate authority. Vendor Meet was organized at Corporate Centre and all regions. The
message of VAW 2023 was propagated through social media platforms, FM Channel and
Electronic media. Journal of Vigilance department of POWERGRID (CANDOUR) and Compendium of
Vigilance Circulars released in digital mode during the closing ceremony of VAW.


d) Annual Sectoral Review Meeting

Annual Sectoral Review Meeting (ASRM) of Power Sector by Central Vigilance Commission
was organized by POWERGRID in July-2023 at Guwahati. CMDs and CVOs of various
organizations of Power Sector participated in the ASRM.


e) Anti-Bribery Management System (ABMS) IS/lSO 37001

ABMS implementation was also taken up by POWERGRID, so ABMS Policy and Implementation
Manual & Procedures prepared were approved by the Management. Internal Audits were
conducted and application for ABMS certification submitted to BIS. Final Certification
Audit for implementation of Anti Bribery Management System (ABMS) IS/ISO-37001 was
completed successfully by BIS in March-2024.


14.3.Citizen's Charter

A Citizen's Charter has been formulated for the Company providing a visible front of
its Vision, Mission and Objectives. The Citizens' Charter consisting of Company profile,
commitments, expectations from citizens, Integrated Management Policy, services offered,
values and standards of services, access to information and grievance redressal is
available on the Company's website.


15. People: Our Core Strength

Your Company has consistently trusted its employees to meet assigned targets and has
relentlessly focused on nurturing their skills by addressing their needs through timely
and effective HR interventions. The Company strive to develop and implement systems and
practices that enable employees to perform at their highest potential. Our commitment is
to attract, retain, and develop employees who align with our core values, ensuring they
work in a safe, healthy, non-discriminatory, and approachable environment.

As on 31st March 2024, the permanent employees of your Company stood at
8,316 of which women employees constituted 8.39%. The attrition rate of regular employees
stood at 1.31% in the year 2023-24. The Company also ensured filling up of key roles of
Executive Directors and Chief General Managers in time.


15.1. Human Resource Development

POWERGRID is dedicated to fostering an organizational culture that encourages
continuous learning, creativity, knowledge-sharing, and overall development. Company's HR
processes and systems are meticulously crafted to attract, nurture, and empower
professionals in alignment with the Company's core values. Your Company strive to provide
an equitable, collaborative, and safe environment that promotes the well-being of our
employees.

The POWERGRID Academy of Leadership (PAL) located in Manesar provides a diverse array
of training and development opportunities for both its employees and other stakeholders
within India and internationally. Recognized as a Category-1 Institution for Training in
Transmission by the Central Electricity Authority (CEA) under the Ministry of Power,
Government of India, PAL is committed to delivering high-quality training in the field.
During the year, more than 450 training and development programs were organized at PAL,
Employee Development Centres at Regions and associated premier educational institutes in
India and abroad.

Your Company has devised a mentoring and coaching program to provide framework for
systematic, smooth and easy transfer and exchange of tacit knowledge, information, skills
and competecies within the organization. This program is operated through a dedicated
portal "SANDARSHIKA". Through "SANDARSHIKA" portal approximately 8000+
employees have benefited.

Your Company has developed 150 e-Learning modules related to different business
verticals and 11 refresher courses related to various Company domains benefiting around
8000+ employees. In addition to above, your Company has hosted 7 modules related to Power
transmission for Government of India's ambitious "Mission Karmayogi" Programme.

During the year, your Company provided following learning courses to its employee:

? 3rd Batch of 50 employees for Artificial Intelligence / Machine Learning
course from IIIT-Bangalore.

? 2nd batch of 15 employees sponsored for M.Tech program in POWER System and
reliability by NIT Jalandhar.

Leveraging its people's capabilities and infrastructure available at PAL for capacity
development of Power sector, your Company has taken following initiatives for stakeholder
development:

? 1000+ apprentices have been engaged in different trades as per the Apprentice Act.

? An MoU signed amongst National Skill Development Corporation (NSDC), National Skill
Development Fund (NSDF), Power Sector Skill Council (PSSC) & POWERGRID for Skill
development training of 6000 unemployed youth in power Sector. At present, 5400+ trainees
have completed the training across 25 locations in India.

? Signing of Moll with PSSC is under final stage of approval to provide skill
development training to 6000 candidates for implementation of Smart Metering under RDSS of
Gol across India.

? Under Capacity Building and Institutional Strengthening - North Eastern Region Power
System Improvement Project (CBIS-NERPSIP), POWERGRID is undertaking Capacity Building and
Institutional Strengthening program for State Power Utilities in 6 (six) states (Assam,
Meghalaya, Mizoram, Manipur, Nagaland, Tripura) and Capacity Building under Comprehensive
Scheme in 2 (Two) States (Arunachal Pradesh & Sikkim)).


15.2. Employee Welfare

In order to respond to the constantly evolving business scenario and to address the
dynamic requirements of employees, your Company undertakes regular updation of its
policies to keep up with the industry trends. To ensure business continuity and develop
& nurture the next generation of leaders to guide the Company through future business
challenges and opportunities, Succession Planning & leadership Development Policy has
been introduced. Further, to formalize the Company's commitment towards the protection of
human rights within its value chain, your Company has introduced Human Rights Policy.

The Medical Rules of the Company were reviewed and rationalized to ensure that physical
and mental well-being needs of our employees and their families are met. On the Talent
Management front, Workmen Promotion Policy and Executive Transfer Policy were revised to
meet changing business requirements and employee's career aspirations.

Your Company has been an ardent advocate of physical and mental wellbeing of its
employees and in this direction, has organized numerous health talks on various topics to
make its employees aware of the cause of diseases and measures to prevent them. In the
wake of new diseases and to keep the employees hale and healthy, your Company encourages
preventive medical interventions through preventive health checkup and reimbursement of
vaccination. Further, as a novel initiative, a 24*7 Emergency

helpline for dealing with medical emergencies of employees and their dependents is
functional.

Your Company has constantly encouraged employees to be physically and mentally fit and
active. In this direction, it has bagged the 1st position for excellent
performance in sports activities in the Annual Performance Awards 2023-24 by Power Sports
Control Board.

Your Company encouraged continuous learning and knowledge upgradation of its employees
by providing access to more than 5 million online documents/ resources through EBSCO and
IEEE collection with 24*7 access to e-books, e-journals, and standards on different
subjects.

Reward and recognition schemes are strategic tools used by organizations to acknowledge
and appreciate the efforts and achievements of their employees. These schemes aim to
enhance motivation, boost morale, and increase productivity by providing tangible and
intangible benefits for exceptional performance. Towards this, PRATIPHAL Award
Distribution for FY 2022-23 was held at Nagpur.

Cultural Meet & Exhibition is an event designed to celebrate, showcase, and promote
the diversity of cultures within a community, organization, or educational institution.
These events provide a platform for participants to share their heritage, traditions, and
artistic expressions, fostering mutual respect and understanding among diverse groups.
Towards this, Cultural Meet & Exhibition was held on December 10, 2023, at Nagpur.

Your Company has comprehensively reviewed 49 policies and revised 20 policies including
Conveyance reimbursement, Child care leave scheme. Fixed Monthly travelling allowance.
Higher Education Incentive, Children Merit Award Scheme, Multi-Purpose Advance, Funeral
Assistance (SAHARA) Scheme, Acknowledgement of services of retired employees. Benefits to
employees posted at Hardship Stations, etc.


15.3. Grievance Redressal

It has always been our priority to promptly redress the grievances, particularly those
raised by employees, within the broad parameters of guidelines enumerated by Government of
India j and policy framework. Employees can lodge their grievances through a 'Employee
Grievance Portal', which are promptly redressed by designated nodal officers at corporate
& regional offices. Modified Employee Grievance Redressal Policy called 3fflT?fToT
was launched in December 2023 to further ease the employee grievance resolution mechanism.


15.4. Ensuring Social Justice

A separate cell to look after and safeguard the statutory provisions for SC/ ST/ OBC
& PwD categories of employees is in place. Liaison Officer looks after the welfare
& safeguard of SC/ ST/ OBC & PwD employees and is assisted by the reservation
cell. Liaison Officer also ensures that there is no discrimination on the basis of caste,
religion & disabilities amongst the employees. To ensure effective discharge of duties
across all establishments of POWERGRID, separate liaison officer for each region has been
nominated. The Company implements all directives and guidelines with regard to reservation
policy issued by Govt, of India. Annual inspection is also conducted to ensure
implementation of directives issued by Govt, of India. Periodic meeting is held with
representatives of the association of SC/ ST & OBC to resolve issues, if any. Based on
the recommendations of the Parliamentary Committee on Welfare of SC/ST and Ministry of
Power, all 03 SC/ST Employees Associations, who were claiming their representations in
POWERGRID were successfully merged into one SC/ST Association namely "POWERGRID SC/ST
Employees Welfare Association".


16. Prevention of Sexual Harassment at Workplace

Training/workshop programs for both male and female employees have been conducted to
sensitize them on issues and the law/ Act/ Policy relating to sexual harassment. Workshops
on women empowerment, development and gender sensitization are also organized. 03
complaints of sexual harassment was received during FY 2023-24 and the same have been
disposed off in stipulated time as per the Guidelines/ Policy.


17. Implementation of Official Language (Rajbhasha)

In pursuance of Govt, of India's Rajbhasha policy to promote Indian languages and
Rajbhasha "Hindi", your Company has made all round efforts to integrate and
promote use of Hindi in its works at all levels. The Company has proved its commitment to
ensure the implementation of Rajbhasha policy and to achieve the goal as laid out in the
Rajbhasha Annual Target given by Department of Official Language.

To ensure the increased use of Official language, various activities such as Review
meets, Annuvad Abhayaas Karyakram, Workshops, Trainings, motivational programmes have been
organized. Computer trainings are being imparted to enhance the working knowledge in Hindi
on computers. Hindi classes are also being organized for non-Hindi speaking employees
through Hindi Teaching Scheme.

Various activities are undertaken to publicize Hindi every year, Akhil Bhartiya
Rajbhasha Sammelans and technical conferences in Hindi, Kavi Sammelans (Poetry sessions),
Plays, publication of House Magazines, publication of monthly articles in Hindi via emails
are most prominent among these. These programs have been organized both online and offline
during the year 2023-24. Also, various competitions throughout the year with special
emphasis during Hindi Pakhwada, Vigilance Awareness Week, Swachchhta Pakhwada, Communal
Harmony Week etc. along with departmental meetings as well as Official Language
Implementation Committee (OLIC) meetings are also being conducted. During this year many
personnel were trained under the Hindi Teaching Scheme. Your Company has established one
of the best Hindi libraries among Public Sector where popular/literary Magazines and News
Papers have been made available for the employees.

Attractive incentive schemes for employees working in Hindi have been implemented as
per the government guidelines. In addition, various reward schemes have been introduced to
encourage employees to actively participate in promotion of Hindi, by giving
articles/write-ups for in-house magazines, reading library books etc.

The effort made by your Company has been applauded in several forums during the year
2023-24. Various awards were given by Town Official Language Implementation Committee
(TOLIC), Rajbhasha Vibhag, Ministry of Home Affairs, Govt, of India, and other agencies
regarding Implementation of Official Language. The offices at Shillong, Nagpur, Bangalore,
and Vadodara headquarters, Korba and Muzaffarpur sub-stations got the first prize; Kolkata
and Bhubaneswar Headquarters, Keonjhar, Jabalpur, Raipur, Nellore, Thiruvananthapuram and
Moga sub-stations got the second prize, Kurnool; Secunderabad Headquarters and Durgapur
sub-stations got the third prize and Faridabad Headquarter, Jamshedpur, Patiala and
Aurangabad sub-stations have been honoured with notable awards to name a few. During the
same period, in the Hindi Advisory Committee meeting held on August 17, 2023 of the
Ministry of Power, POWERGRID was awarded the third prize for 2021-22 and 2022-23 for
excellent official language implementation by the Honourable Union Minister of Power.

Besides, Company's efforts were also applauded during various inspections and
discussions done by Hon'ble Committee of Parliament on Official Language on different
occasions.


18. Stakeholder Engagement

Your Company focuses on engaging with all its stakeholders and building cordial
relationships with them. This helps us in not only understanding their needs and
expectations, but also helps us in recognizing opportunities and mitigating risks to our
operations. The Company has a framework for engaging with our stakeholders which also
includes categories of Stakeholder along with the respective modes of engagement.


19. Management Discussion and Analysis Report

Management Discussion and Analysis Report, forming part of the Directors' Report is
placed as Annexure-I of this report.


20. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report, as stipulated under Regulation
34(2) of the SEBI (LODR) Regulations, 2015, is given in Annexure-ll and forms part
of this Report.


21. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

Pursuant to Section 134(3)(m) of Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, information relating to 'Conservation of energy, technology
absorption and foreign exchange earnings and outgo', is given in Annexure-lll to
this Report.


22. Auditors

22.1 Statutory Auditors of the Company

The Statutory Auditors of the Company are appointed by the Comptroller and Auditor
General of India. M/s. S. Ramanand Aiyar & Co., M/s. Sagar & Associates, M/s.
Suresh Surana & Associates LLP and M/s. G. D. Apte & Co. were appointed as Joint
Statutory Auditors for the FY 2023-24.

The Statutory Auditors have given an unqualified report. The report is self-explanatory
and does not require any further comments by the Board.


22.2 Comptroller and Auditor General's Comments

The Company has received no comments on the Financial Statements (standalone and
Consolidated) for the Financial Year ended 31st March 2024 from
the Comptroller and Auditor General of India (C&AG) under Section 143(6) of the
Companies Act, 2013. The communication from C&AG is placed at Annexure-IV.


22.3 Secretarial Audit

M/s. Kumar Naresh Sinha & Associates, Practicing Company Secretary has conducted
Secretarial Audit of the Company for the financial year ended 31st March, 2024.
The Secretarial Audit Report is placed at Annexure-V.

The observations of Secretarial Auditor are as under:

i. Half of the board of directors of the Company was not independent as required under
Regulation 17(l) of SEBI (LODR) Regulations, 2015 and para 3.1.4 of DPE Guidelines on
Corporate Governance with regard to Composition of the Board of Directors.

ii. The Company did not have at least one independent woman director on its Board as
required under Regulation 17(l)(a) of SEBI (LODR) Regulations, 2015 and at least one-woman
director as required under section 149(l) of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014.

Your Company's response to the observation made in Secretarial Audit Report is that the
power to appoint Independent Directors in POWERGRID, which is a Government Company vests
with the Government of India and the Company has taken up the matter for appointment of
requisite number of Independent Directors (including one Independent Woman Director) with
Government of India.


22.4 Cost Auditors & Cost Records

M/s Dhananjay V. Joshi & Associates and M/s Bandyopadhyaya Bhaumik & Co., as
Cost Auditors were appointed for the FY 2023-24 under section 148 of the Companies Act,
2013.

Your Company is maintaining Cost Accounting Records as prescribed under the Companies
(Cost Records and Audit) Rules, 2014, specified by the Central Government under section
148(l) of the Companies Act, 2013.

The Cost Audit Report for the financial year ended 31st March, 2024 will be
filed within the prescribed time period under the Companies (Cost Records and Audit)
Rules, 2014.


23. Board & Committees

23.1 Company's Board

During financial year 2023-24, Shri Mohammad Afzal, Joint Secretary, Ministry of Power,
Government of India, ceased to be a Director on 17tfl May, 2023. In his place
Dr. Saibaba Darbamulla, Joint Secretary, Ministry of Power, Government of India was
appointed as Government Nominee Director w.e.f. 18m May, 2023.

Dr. Vinod Kumar Singh completed the tenure as Director (Personnel) of POWERGRID on
attaining the age of superannuation w.e.f. 31st May, 2023.

Shri K. Sreekant, Chairman & Managing Director had been entrusted with the
additional charge of the post of Director (Personnel) from 1st June, 2023 to 31st
August, 2023.

Dr. Yatindra Dwivedi assumed the charge of the post of Director (Personnel) w.e.f. 31st
August, 2023.

Shri Korachara Nagappa Onkarappa, Independent Director ceased to be Director w.e.f. 13tfl
December, 2023 due to his demise.

Shri K. Sreekant completed the tenure as Chairman & Managing Director of POWERGRID
on attaining the age of superannuation w.e.f. 31st December, 2023. In his place
Shri Ravindra Kumar Tyagi, Director (Operations), POWERGRID has assumed the charge of the
post of Chairman and Managing Director w.e.f. 1st January, 2024 and ceased from
post of Director (Operations) w.e.f. 31st December, 2023.

Shri Ravindra Kumar Tyagi, Chairman & Managing Director had been entrusted with the
additional charge of the post of Director (Operations) from 1st February, 2024
to 31st March, 2024 or till the regular incumbent takes over the charge or
until further orders whichever is earlier.

The Board placed on record its appreciation and gratitude to Shri Mohammad Afzal, Dr.
Vinod Kumar Singh, Shri Korachara Nagappa Onkarappa and Shri K. Sreekant, for their
valuable contribution in steering the affairs of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, the resolutions w.r.t. reappointment of Shri Ravisankar
Ganesan (DIN: 08816101) as Director liable to retire by rotation, has been included in the
Notice of Annual General Meeting.


23.2 Number of Meetings of the Board

Board of Directors met 16 times during financial year 2023-24. Details regarding dates
and attendance at the Board meetings are provided in the Report on Corporate Governance,
which forms part of this report.

Report on the Corporate Governance is enclosed at Annexure-VI, and the
certificate thereon, issued by Practicing Company Secretary pursuant to Schedule V Para E
of SEBI (LODR) Regulations, 2015 is attached at Annexure-VII to this Report.


23.3 Committees of the Board

The Company has constituted Audit Committee, Corporate Social Responsibility Committee,
Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk
Management Committee and other Committees for operational convenience. The composition and
scope of the aforesaid Committees are provided in the Report on Corporate Governance,
which forms part of this report.


23.4 Declaration by Independent Directors

During the financial year, all the Independent Directors have met the requirements
specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI
(LODR) Regulations, 2015 for holding the position of 'Independent Director' and necessary
declaration from each Independent Director under Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of SEBI (LODR) Regulations, 2015 has been received.

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI (LODR)
Regulations, 2015, M/s Naresh Kumar Sinha & Associates, Company Secretaries have
issued Certificate of Non-Disqualification of Directors, who were on the Board of the
Company during FY 2023-24.


23.5 Performance Evaluation of Directors

This has been provided in the 'Report on Corporate Governance' section of this Report
and you may refer it for details.


23.6 Policy on Director's Appointment and Remuneration

The Company has framed a policy on the remuneration of the Directors, KMPs and
employees. The said policy is available on our website at


https://www.powergrid.in/sites/default/files/lnvestor Relation/Reports Filings/Code of
Conduct Policies/04 Remuneration%20Policy.pdf

24. Compliances

24.1 Risk Management Policy

Information on Risk Management Framework is covered in the Management Discussion and
Analysis placed at Annexure-I of this Report.


24.2 Internal Financial Controls and Adequacy

The Board has adopted policies and procedures for ensuring orderly and efficient
conduct of its businesses, including adherence to the Company's policies, the safeguarding
of its assets, the prevention and detection of frauds, error reporting mechanism, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures.


24.3 Annual Return of the Company

In accordance with Section 92(3) read with Section 134(3) (a) of the Companies Act,
2013, Annual Return of the Company is available on the website of the Company and can be
accessed at
https://www.powergrid.in/sites/default/files/agm_egm_files/finalforwebsite_MGT7.PDF


24.4 Loans, Guarantees or Investments

Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 form part
of the notes to financial statements attached to this Report.


24.5 Contracts or Arrangements with Related Parties

Contracts or arrangements with related parties referred to in Section 188(l) of the
Companies Act, 2013, in the prescribed Form AOC-2, are given at Annexure-VIII of
this Report. Further, attention of the members is drawn on Note No. 55 of the Financial
Statement which sets out related party disclosure.


24.6 Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2024, the Company has 47 subsidiaries, 12 Joint Ventures
and 4 Associate Companies.

Salient features of the financial of our Subsidiaries and Joint Ventures are covered in
the Management Discussion and Analysis and a statement in the prescribed Form AOC-1 is
annexed as Annexure-IX of this Report.


24.7 Dividend Distribution Policy

The dividend distribution policy setting out the parameters and circumstance that will
be considered by the Board in determining the distribution of dividend to its shareholders
and/or retained profits earned by the Company available on the Company's website at

https://www.powergrid.in/sites/default/files/Dividend%20Distribution%20Polioy.pdf


24.8 Significant Material Orders

There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company's operations in future.


25. Annual Report on Corporate Social Responsibility (CSR)

In terms of provisions of Section 135 of the Companies Act, 2013, read with amended
Companies (CSR Policy) Rules, 2014, the Annual Report on CSR activities in the format
prescribed under the said rules is annexed to this Report at Annexure-X.


26. Particulars of Employees

Your Company being a Government Company, the provisions of Section 197(12) of the
Companies Act, 2013 and relevant rules issued thereunder, are not applicable as per the
notification dated 5th June, 2015 issued by the Ministry of Corporate Affairs.

The terms and conditions of the appointment of Functional Directors are subject to the
applicable guidelines issued by the Department of Public Enterprises (DPE), Government of
India from time to time.


27. Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the
end of the financial year is not applicable.


28. Reporting of Frauds by Auditors

During the year under review, none of the Auditors have reported to the Audit Committee
or the Board, under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees.


29. Fixed deposits

We have not accepted any fixed deposits, including from the public and as such, no
amount of principal or interest was outstanding as of the Balance Sheet date.


30. Secretarial Standards of ICSI

The Company has followed the requirements prescribed under Secretarial Standard on
Meetings of Board of Directors (SS-l) and General Meetings (SS-2).


31. Material Changes & Commitments

There have been no material changes & commitments affecting the financial position
of the Company, which have occurred between the end of the financial year and date of this
report.


32. Directors' Responsibility Statement

As required under Section 134(3) (c) & 134(5) of the Companies Act, 2013, the
Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the situation of the Company at the end of the financial year and of the profit of
the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.


33. Acknowledgements

The Board of Directors would like to express their deep sense of appreciation for the
guidance and cooperation received from Government of India, particularly the Ministry of
Power, Ministry of Finance, Ministry of Home Affairs, Ministry of External Affairs,
Ministry of Statistics and Programme Implementation, Ministry of Environment &
Forests, Ministry of Corporate Affairs, Central Electricity Regulatory Commission,
Appellate Tribunal for Electricity, Central Electricity Authority, NITI Aayog, Department
of Public Enterprises, Regional Power Committees, Office of the Comptroller and Auditor
General of India, and other concerned Government departments/agencies at the Central and
State level without whose active support, the achievements of the Company during the year
under review would not have been possible.

Special thanks to our valued customers. State Governments and State power utilities and
other clients, who have awarded various consulting works and reposed faith in Company's
capability to handle them. The Board also appreciates the contribution of Contractors,
Vendors and Consultants for successful implementation of various projects by your Company.

The Directors also acknowledge the valuable suggestions and guidance received from the
Statutory Auditors during the audit of accounts of the Company for the year under review.
The Board also conveys its sincere thanks to national and international financial
institutions, multilateral financial institutions, domestic & international credit
rating agencies for their assistance, continued trust and confidence reposed in the
Company.

On behalf of Board of Directors, I would like to place on record our deep appreciation
of the dedicated efforts and valuable services rendered by the employees contributing to
the performance of the Company during the year 2023-24. The commitment displayed by the
employees at all levels is exemplary and praise-worthy. I would also like to thank the
Executive team for their strong leadership, the employee unions for their support and all
our employees for their commitment, enthusiasm, and dedication.


  

    

    
For and on behalf of the Board of Directors
  
  

    

    
(Ravindra Kumar Tyagi)
  
  

    

    
Chairman & Managing Director
  
  

    

    
DIN: 09632316
  
  

    
Date: 31st July, 2024
    

  
  

    
Place: Gurugram