Directors Report of Adani Power Ltd.

Mar 31, 2023

Your Directors are pleased to present the 27th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2023 (FY 2022-23).

Financial Performance

The Audited Financial Statements of your Company as on 31st March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of

the Companies Act, 2013 ("Act"),

The summarized financial highlight is depicted below:

(H In crore)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	38,773.30	27,711.18	36,681.21	27,711.18
Other Income	4,267.22	3,975.29	4,519.98	4,068.32
Total Income	43,040.52	31,686.47	41,201.19	31,779.50
Expenditure other than Depreciation, Finance cost and Net Foreign Exchange (Gain) / Loss	28,613.97	17,852.90	27,337.43	17,850.00
Depreciation and Amortisation Expenses	3,303.68	3,117.54	3,142.79	3,116.21
Foreign Exchange (Gain) / Loss (net)	114.67	44.12	24.79	24.49
Finance Cost	3,333.50	4,094.78	3,306.80	4,086.92
- Interest and Bank Charges	3,475.53	4,100.95	3,448.83	4,093.09
- Derivative (Gain)/Loss (net)	(142,03)	(6,17)	(142,03)	(6,17)
Total Expenditure	35,365.82	25,109.34	33,811.81	25,077.62
Profit Before Tax	7,674.70	6,577.13	7,389.38	6,701.88
Total Tax Expense	(3,482,80)	1,824.05	(3,287,63)	1,824.04
Profit for the year	10,726.64	4,911.58	10,246.15	5,036.34
Other Comprehensive income (net of tax)	33.74	43.63	(4.17)	17.00
Total Comprehensive Income for the year (net of tax)	10,760.38	4,955.21	10,241.98	5,053.34
Attributable to:
Equity holders of the parent	10,760.38	4,955.21	-	-
Non-controlling interests	*	*	-	-

(Figures below H 50,000 are denominated as *)

1, There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report,

2. Further, there has been no change in nature of business of your Company.

Performance Highlights

Consolidated:

The key aspects of your Company''s consolidated performance during the FY 2022-23 are as follows:

a) Revenue

The consolidated total revenue of your Company

for FY 2022-23 stood at H 43,040.52 crore as against H 31,686.47 crore for FY 2021-22 showing an increase of 35.83%. The consolidated revenue for FY 2022-23 comprised revenue from operations of H 38,773.30 crore and other income of H 4,267.22 crore as compared to H 27,711.18 crore and H 3,975.29 crore respectively for FY 2021-22. Revenue from operations for FY 2022-23 registered a growth of 39.92% over the previous year due to revival of the Mundra plant''s 1,234 MW Bid-2 Power Purchase Agreement ["PPA”] with Gujarat Urja Vikas Nigam Limited ["GUVNL”] in March 2022, recognition of prior period revenue from operations of H 2,580 crore in Tiroda TPP due to favourable regulatory orders in respect of Shortfall in domestic coal, improved tariff realisation due to greater merchant / shortterm demand and higher import coal price, and inclusion of operating results of your Company''s wholly owned subsidiary Mahan Energen Limited ["MEL”], which was acquired on 16th March, 2022. Other income for FY 2022-23 registered a growth of 7.34% over the previous year due to higher recognition of prior period other income primarily on account of regulatory orders for carrying costs and collection of late payment surcharges from customers.

Your Company sold 53.39 Billion units of

electricity during FY 2022-23 as against 52.27 Billion units in FY 2021-22 from all the plants with Plant Load Factor (PLF) decreasing from 51.5% in the previous year to 47.9% in FY 2022-23. Capacity under operation increased from 12,450 MW in FY 2021-22 to 13,650 MW in FY 2022-23 following the acquisition of MEL, which owns and operates a 1,200 MW thermal power plant in Singrauli District of Madhya Pradesh.

b) Operating and Administrative Expenses Consolidated Operating and Administrative Expenses during FY 2022-23 were H 28,728.64

crore, which have increased by 60.52% from H 17,897.02 crore in FY 2021-22. The increase

is mainly due to higher fuel cost owing to high prices of import coal, and higher other operating expenses including employee benefits expenses. The percentage of Operating and Administrative

Expenses to Total Revenue has increased to 66.75% in FY 2022-23 from 56.48% in FY 2021-22.

c) Depreciation and Amortization Expenses Consolidated Depreciation and Amortization

Expenses during FY 2022-23 were H 3,303.68 crore, which have increased by 5.97% from H 3,117.54 crore in FY 2021-22 primarily due to the

acquisition of MEL.

d) Finance Costs

Consolidated Finance Costs during FY 2022-23

were H 3,333.50 crore, which have decreased by 18.59% from H 4,094.78 crore in FY 202122, mainly due to reduction in outstanding

loans through prepayment as well as scheduled repayments.

e) Tax

Consolidated Tax (Credit) of H 3,267.37 Crore during FY 2022-23 was mainly due to reversal of deferred tax liability and current tax provision as compared to Tax Expense of H 1,744.80 Crore

during FY 2021-22.

f) Total Comprehensive Income for the year

Consolidated Total Comprehensive Income for FY 2022-23 was higher by 117.15% at H 10,760.38 crore as compared to Total Comprehensive Income of H 4,955.21 crore in FY 2021-22.

The detailed operational performance of your

Company has been comprehensively discussed in the Management Discussion and Analysis Section which

forms part of this Annual Report.

Credit Rating

The Companies financial discipline and prudence

is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are

disclosed in Corporate Governance Report, which forms part of the Annual Report.

Dividend

The Board of Directors of your Company ("Board”),

after considering the relevant circumstances holistically and keeping in view the Company''s Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for

the year under review.

During the year under review, the scheme of amalgamation of Raipur Energen Limited ("REL”) and

five other wholly owned subsidiaries of the Company ("APL”) with APL became effective with effect from 7th March, 2023. In consequence, the preference shareholders of REL, holding 4,15,86,207 0.01% compulsorily redeemable preference shares of H 100/-each fully paid-up, have been allotted preference shares by APL. These preference shares bear dividend

at the rate of 0.01% per annum for each financial year. In view of this, the agenda in respect of declaration of the dividend to the said preference shareholders has been moved in the Notice of the 27th Annual General

Meeting of the Company.

Transfer to Reserves

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company for FY2022-23, after all appropriations and adjustments was H 477.08 crore.

Scheme of Amalgamation

During the year, Scheme of Amalgamation of Six

Wholly Owned Subsidiary Companies of Adani Power Limited ("APL”), viz. (i) Adani Power Maharashtra Limited ("APML”); (ii) Adani Power Rajasthan Limited ("APRL”); (iii) Udupi Power Corporation Limited ("UPCL”); (iv) Raipur Energen Limited ("REL”); (v) Raigarh Energy Generation Limited ("REGL”); and (vi) Adani Power (Mundra) Limited ("APMuL”) with APL was sanctioned by the Hon''ble National Company Law Tribunal''s Bench at Ahmedabad on February 8, 2023 (the "Scheme”).

All the conditions stated under the Scheme for making it effective have been satisfied, and hence the Scheme was made effective from the Appointed Date i.e. October 1. 2021.

Consequently, the six aforementioned companies, i.e. APML, APRL, UPCL. REL, REGL, and APMuL now stand amalgamated with APL. Accordingly, the financial statements for FY 2022-23 have been published based on amalgamation and the comparative period numbers have been recasted in standalone Financial Statements in compliance with applicable accounting standards.

The amalgamation envisaged under this scheme is intended to achieve size, scalability, integration, greater financial strength and flexibility thereby building a more resilient and robust organization that can address dynamic business situations and volatility in various economic factors in a focused manner, in order to achieve improved long-term financial returns.

Key DevelopmentsA. Mundra TPP

• Subsequent to signing of Settlement Deed on 03.01.2022 and Supplementary Power Purchase Agreement (SPPA) dated 30th March

2022 between Gujarat Urja Vikas Nigam Ltd. ("GUVNL”) and Adani Power (Mundra) Limited

("APMuL”) (Now Adani Power Ltd), Hon''ble Central Electricity Regulatory Commission (CERC) vide order dated 13.06.2022 has determined Base Rates as on 15.10.2018 in the Petition filed by GUVNL, same is pending for approval from Government of Gujarat.

• Adani Power Ltd. (APL) and Haryana Discoms (i.e UHBVNL and DHBVNL) have entered into Supplemental PPAs on 28.02.2023 by reducing the Contracted Capacity from 1424 MW to 1200 MW at Haryana Periphery from Units 7 & 8 instead of Units-7, 8 & 9 of Mundra Thermal Power Plant. In April 2023, the Company has also entered into long term PPA of 360 MW (Net) with MPSEZ Utilities Limited ("MUL”) for supplying power from third unit of Mundra Phase-IV plant which got freed-up due to amendment in Haryana PPA capacity. This will ultimately help in maximum utilization of Mundra''s Phase-IV units.

Under the Supplemental PPAs dated

28.02.2023, quoted energy tariff including

change in law towards taxes & duties shall be payable in accordance with the PPA for the

scheduled energy to the extent of domestic coal availability.

• For the units supplied using alternate/imported

coal, pass through of cost shall be allowed with reference to the tariff worked out based on the HBA index of the month of recommencement of supply i.e. March 2023 as base and thereafter every month based on CERC monthly indexation. The ocean freight shall be as per CGPL PPA, and the Port Handling charges shall be as applicable for Mundra Power Plant.

• Hon''ble Supreme Court vide its order dated

20.04.2023 dismissed the Civil Appeal no. 4143

of 2020 filed by Haryana Discoms against the APTEL judgment in Appeal no. 168 of 2019 upholding the CERC order dated 31st May 2018

in Petition No. 97/MP/2017 with regards to change in law towards domestic coal shortfall for the NCDP period.

• Hon''ble Supreme Court vide its order dated

20.04.2023 dismissed the Civil Appeal no.

5684 of 2021 filed by Haryana Discoms against the APTEL judgment in Appeal no. 358 of 2019 upholding the CERC order dated 13th June 2019

in Petition No. 251/MP/2018 with regards to change in law towards domestic coal shortfall for the SHAKTI period.

• Hon''ble Supreme Court vide its order dated

20.04.2023 allowed the Civil Appeal no. 2908 of 2022 filed by Haryana Discoms and held that Inter Plant Transfer (IPT) is a ''Change in Law'' and accordingly, savings in the cost of transportation has to be passed on to the DISCOMs and directed CERC to decide the said issue and calculate the benefits that would be accruable to any of the parties within a period of six months from the date of order.

B. Maharashtra TPP

• NCDP case corresponding to PPAs of 2500 MW capacity:

Hon''ble Supreme Court vide its order dated

03.03.2023, dismissed the Civil Appeal No. 684

of 2021 filed by Maharashtra State Electricity Distribution Company Ltd. ("MSEDCL”) against the APTEL judgment in Appeal no. 182 of 2019 and upheld the decision of APTEL, allowing the

compensation for the entire quantum of coal shortfall, Station Heat Rate (SHR) and Auxiliary consumption to be considered as per the Tariff Regulations or actuals, whichever is lower and Gross Calorific Value (GCV) of coal on ''as received'' basis.

• SHAKTI case corresponding to PPAs of 2500 MW capacity:

Hon''ble Supreme Court vide its order dated

20.04.2023, dismissed the Civil Appeal no.

677-678 of 2021 filed by MSEDCL against the judgment of APTEL in appeal no. 155 of 2019 & 116 of 2019 and upheld the decision of APTEL,

allowing the compensation for the entire quantum of coal shortfall and the Station Heat Rate (SHR) and Gross Calorific Value (GCV) of

coal shall be considered at actual values.

• Lohara Case corresponding to PPAs of 800 MW capacity:

Hon''ble Supreme Court vide its order dated

20.04.2023, dismissed the Civil Appeal no.

687-688 of 2021 filed by MSEDCL against the judgement of APTEL in appeal no. 340 of 2019 and 354 of 2019 and upheld the decision of APTEL, allowing that the de-allocation of the Lohara Coal Blocks by the Ministry of Coal allocated to APML for 800 MW capacity is an event of Change in Law and further allowing the compensation for such shortfall considering the Lohara coal cost as a base.

MSEDCL has made payment of H 8379 Cr, on account of shortfall claim related to NCDP,

SHAKTI and Lohara case matter as reported above, subsequent to interim order dated 31st January 2022 passed by the Hon''ble Supreme Court, directing payment of 50% of the outstanding claim amount to APML.

• Evacuation Facility Surcharge:

APTEL vide its judgment dated 22.03.2022 in Appeal no. 40 of 2022 filed by APML, has

allowed Evacuation Facility Surcharge as Change in Law event and remanded back the matter to MERC for passing consequential order. MERC passed consequential order on

08.07.2022. Further, the Civil Appeal no. 5005 of 2022 filed by MSEDCL against the APTEL order has been dismissed by Hon''ble Supreme Court on 20.04.2023 upholding the APTEL judgement. According to MERC order and interim order of Hon''ble Supreme Court dated

29.07.2022, MSEDCL has made a payment of H 302 Cr against the claim raised till April 2022.

• Fly Ash Transportation Cost:

APTEL vide its order dated 21.10.2022 in Appeal

no. 148 of 2019 filed by APML, has allowed Fly Ash Transportation cost to be incurred by APML pursuant to MOEF&CC notification dated 25.01.2016 as Change in law event and remanded the matter back to MERC for passing consequential order. APML has filed an application with MERC for issuance of consequential order. Meanwhile, MSEDCL has filed Civil Appeal no. 127 of 2023 against the APTEL order before Hon''ble Supreme Court, which is under adjudication.

C. Rajasthan TPP

Adani Power Rajasthan Limited ("APRL”) and RUVNL / Rajasthan Discoms (Discoms) have entered into an Additional PPA on 06.04.2022 for a period of 1 year for supply/purchase of balance surplus capacity of 40 MW on the same terms and conditions of existing Long Term PPA dated 28.01.2010 of 1200 MW.

Accordingly, Adani Power has commenced the power supply under the Additional PPA for 40

MW w.e.f 11.06.2022.

D. Jharkhand TPP (APJL)

APJL has made substantial progress in the implementation of 2x800 MW Ultra-supercritical Thermal Power Project (USCTPP) at Godda,

Jharkhand for supply of 1496 MW power to Bangladesh Development Power Board ("BPDB”) as per PPA dated 05th November 2017 and

achieved several milestones during FY 2022-23. Commercial Operation Tests for Unit-01 have

commenced w.e.f. 29.03.2023.

By the end of Q1 of FY2023-24, APJL is expected to achieve the Commercial Operation of Unit-1

and Unit-2.

E. Udupi TPP

• Late Payment Surcharge:

Supreme Court (SC) vide its order dated 10.08.2022 has dismissed the Review Petitions

filed by PCKL in Civil Appeal No. 838 & 842 considering that there were no grounds warranting review of order dated 08.02.2022. Consequently, Udupi TPP has received H 1348 crore towards Late Payment Surcharge from DISCOMs of Karnataka State

• Petition no. 155/MP/2019 filed by UPCL before with the Hon''ble CERC

Hon''ble CERC vide its order dated 13.01.2023

has directed the Karnataka Discoms to (i) pay deemed capacity charges on account of nonavailability of 400kV transmission line for the period 10.03.2011 to 06.09.2012, (ii) calculate the Energy Charges as per provisions of relevant Tariff Regulations after considering the CIF price of coal, as determined based on the CERC Formula specified in the order for the period Apr-16 to Mar-19 and (iii) pay carrying cost on arrears of differential Capacity Charges and differential Energy Charges till date of CERC order dated 13.01.2023.

F. Mahan TPP (MEL)

APTEL vide Interim Order dated 24.01.2023, in the Appeal filed by MEL, granted interim stay for payment of transmission charges for the assets of Essar Power Transmission Company Limited

(''EPTCL'') under Stage-II (400 kV D/C Mahan-Sipat transmission line along with associated bays) for the period from Sep-2018 to Oct-2021 and directed to pay the same from the date of NCLT order i.e. 01.11.2021 onwards subject to decision in the main appeal.

G. Raigarh TPP

Hon''ble Chhattisgarh State Electricity Regulatory Commission (CSERC) vide its order dated 08.08.2022 in the tariff petition filed by REGL, has determined the energy charge rate for

supply of 5% power to Chhattisgarh State Power Distribution Company Limited (CSPDCL) for the FY2019-20.

Changes in Share Capital

Consequent to Scheme of Amalgamation referred hereinabove, the Authorized Share Capital of the six Wholly Owned Subsidiaries have been merged into

the Company.

The outstanding Preference Shares of Raipur Energen Limited and Adani Power (Mundra) Limited as on 7th March, 2023 have been issued and allotted by Adani Power Limited pursuant to the Scheme of Amalgamation and the respective Preference Shares of the aforementioned Companies have been automatically cancelled.

The changes in Share Capital described hereinabove has been given effect to in the Financial Statements for the Financial Year ending on 31st March, 2023.

Fixed Deposits

There were no outstanding deposits within the

meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to your Company, as your Company is engaged in providing infrastructural facilities which

is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the

financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries / associates / joint ventures of your Company is

provided as part of the notes to consolidated financial statements.

During the year under review, following subsidiaries have been formed/acquired:

• Aviceda Infra Park Limited

• Innovant Buildwell Private Limited (Earlier known as Eternus Real Estate Private Limited)

• Resurgent Fuel Management Limited

• Support Properties Private Limited ("SPPL'''') (During

the year under review, 100% equity stake of the Company in SPPL has been sold)

As on 31st March 2023, your Company had 13 Subsidiaries and step-down subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www. adanipower.com).

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company''s website and link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Subsidiary Companies and its Financial Performance

A list of bodies corporate which are subsidiaries of

your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial

statements and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also

be kept for inspection by any shareholders during working hours at the Company''s registered office

and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including

Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www.adanipower.com).

Pursuant to Section 134 of the Act read with rules

made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which

forms part of this Annual Report.

Financial Performance of Key Subsidiaries Mahan Energen Limited [MEL]:

MEL''s Mahan Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 35.9%. The Mahan Power Plant had H 2,752 crore towards the total revenue and H 771 crore towards the EBIDTA. MEL had H 244 crore Total Comprehensive Income during the year.

Adani Power (Jharkhand) Limited [APJL]:

APJL''s Godda Power Plant has a total installed capacity of 1,600 MW coal powered thermal power plant based on ultra super critical technology in the State of Jharkhand during the year out of which one unit of 800 MW has been commissioned in April 2023.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming

part of this Annual Report.

Directors and Key Managerial Personnel

As of 31st March, 2023, your Company''s Board had six members comprising of one Executive Director,

two Non-Executive and Non-Independent Directors and three Independent Directors. The Board has one Woman Director. The details of Board and Committee

composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual

Report.

Changes in Directors:

Mr. Sushil Kumar Roongta (DIN: 00309302) and Ms. Chandra Iyengar (DIN 02821294), were appointed as Independent Directors of your Company w.e.f. 11th

November, 2022. Their appointments were approved by the shareholders by passing a resolution through Postal Ballot on 31st December, 2022.

Mr. Raminder Singh Gujral (DIN: 07175393) and Ms. Gauri Trivedi (DIN: 06502788) resigned as Independent Directors w.e.f. 11th November, 2022.

Both these Independent Directors have resigned as a matter of good governance policy and decided not to continue holding position as an Independent Director in more than one listed entity within the same group. The Board placed on its record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Rajesh Adani (DIN: 00006322) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Change in Key Managerial Personnel:

During the year under review, there is no change in the Key Managerial Personnel of your Company.

Pursuant to the provisions of Section 203 of the

Companies Act, 2013, Mr. Anil Sardana - Managing Director, Mr. S. B. Khyalia - Chief Executive Officer, Mr. Shailesh Sawa - Chief Financial Officer and Mr. Deepak S. Pandya - Company Secretary are the Key Managerial Personnel of your Company as on 31st March, 2023.

Committees of Board

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The details of board meetings and the

attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors'' Meeting

The Independent Directors met on 24th March, 2023, without the attendance of Non-Independent

Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation and Familiarization Programme

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on Directors'' appointment and remuneration

Your Company''s policy on Directors'' appointment and remuneration and other matters ("Remuneration Policy”) pursuant to Section 178(3) of the Act is available on the website of your Company at

https://www.adanipower.com/investors/corporate-

governance.

The Remuneration Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company''s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board,

to the best of their knowledge and based on the information and explanations received from your

Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit of the Company for that period;

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

d. they have prepared the Annual Financial Statements on a going concern basis;

e. they have laid down internal financial controls to

be followed by the Company and such internal financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial Control System and their adequacy

The details in respect of internal financial control

and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their

mitigations, are covered in Management Discussion and Analysis section, which forms part of this Annual

Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to

this report.

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available

on the website of your Company at https://www. adanipower.com/investors/corporate-governance. The Annual Report on CSR activities is annexed and

forms part of this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors

of the Company.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations,

your Company has formulated and implemented a Code of Conduct for all Board members and senior

management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto.

The Code of Conduct is available on the website of your Company at https://www.adanipower.com/ investors/corporate-governance.

Business Responsibility & Sustainability Report

The BRSR enables the Members to have an insight into Environmental, Social and Governance initiatives of the Company. The BRSR disclosures form a part of

this Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023 prepared in

accordance with Section 92(3) of the Act is made

available on the website of your Company and can be assessed using the link https://www,adanipower, com/investors/Disclosure-under-Regulation-62-of-

SEBI-LODR-Regulations.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus

approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into

during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your

Company''s Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties requiring approval of the Board of Directors in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the

year under review.

The Policy on Related Party Transactions is available on your Company''s website and can be assessed using the link https://www.adanipower.com/investors/ corporate-governance.

General Disclosures

Neither the Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your

Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to

employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and your Company''s operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors''

Report of your Company.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors'' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/E300003) were appointed as the Statutory Auditors of your Company at the 26th AGM held on 27th July, 2022, for the second term of five years till the conclusion of 31st Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of

your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your

Company held on 27th July, 2022.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors'' Report is enclosed with the financial statements in

this Annual Report.

Explanation to Auditors comment:

The Auditors'' qualification has been appropriately

dealt with in Note No. 64 and 71 of the Notes to the Standalone Audited Financial Statements and Consolidated Audited Financial Statements,

respectively.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the

Act, read with the rules made thereunder, the Board had re-appointed Mr. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the FY 202223. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

As on 31st March, 2023 your Company had 1 (one)

material subsidiaries.

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by material subsidiary of the Company undertook secretarial audit of these subsidiaries for FY 202223. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or noncompliances.

Cost Auditors

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 000025) to conduct audit of cost records of the Company for the year ended 31st March 2024. The Cost Audit Report for the year 2021-22 was filed before the due date with the Ministry of Corporate Affairs. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder Secretarial Standards

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Investor Education and Protection Fund (IEPF)

The Company has not paid dividend in past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

Reporting of frauds by auditors

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under section 143(12) of the Companies Act, 2013.

Awards, Certifications and Accreditations

Awards

• This year ''8th National Conclave on 5S'' was organised by QCFI on 25th June 2022 at Goa with a theme of "5S A Continual Journey for Business

Excellence”. As a part of this conclave, case study presentations and papers were invited on various categories like 5S Implementation, 5S Kaizens, 5S Models, 5S Home etc. It''s a matter of great pride for

all of us that out of 16 teams participated, 12 teams received highest category ''Par Excellence'' award.

• 22 teams from its 6 Power Stations of APL

participated in the ''Ahmedabad Chapter Convention on Quality Concepts (AHCCQC 2022)''. The teams won 21 Gold Awards and 1 Silver Award for their case studies. The convention was organised on 10th September ''22 at Ahmedabad Management Association. Teams presented their case studies on the various quality concepts like Kaizen, 5S, Six Sigma and QC. It''s a shining achievement for the team.

• IQMA (Indonesian Quality Management Association)

organized the 47th International Convention in Quality Control Circles 2022 (ICQCC 2022) in Jakarta, Indonesia, from 15th to 18th November 2022 with a theme of ''Build Back Better Through Quality Efforts''. We are proud that Mr. Rituraz Mehta (Head - Safety) and 4POE (Four Pillars of Operational Excellence) received a prestigious International SUDOMO Quality Leadership Award (SQLA) 2022. SQLA is presented to the Quality Practitioners who applied the special and unique quality leadership model based on the assessment by the SQLA sub-committee.

• 36th National Convention on Quality Concepts (NCQC-2022) was organized by Quality Circle Forum of India at MGM University, Aurangabad during 2730 December 2022 with a theme of Integrated Quality Concepts - The Gateway to Global Leadership''. 10000 participants from across the 566 organizations participated in the convention and 2031 case studies were presented on various quality concepts like, 5S, Kaizen, Quality Circle, TPM etc. 12 teams from APL; two teams form APMuL, two teams from APML, three teams from APRL, two teams from UPCL, two teams from REL, one team from REGL presented its case studies on QC, LQC, Kaizen and allied 5S concepts. It''s a pride moment for all of us as 11 teams clinch highest categories: ''Par Excellence'' and ''Excellent'' awards.

• REL achieved national level 5S Accreditation: Sh.

D K Srivastava, Executive Director - Quality Circle Forum of India (QCFI), Hyderabad conducted

Certification Audit on 27th February in presence of

Sh. Rituraz Mehta Head-4POE (BEx) and Sh. Kaushik Purohit, Lead-4POE (BEx). He appreciated the team for bringing out major workplace transformation at

the station.

• REGL achieved national level 5S Accreditation:

Sh. D K Srivastava, Executive Director - Quality Circle Forum of India (QCFI), Hyderabad conducted Certification Audit on 27th February in presence of Sh. Rituraz Mehta Head-4POE (BEx) and Sh. Kaushik Purohit, Lead-4POE (BEx). He appreciated the team for bringing out major workplace transformation at the station.

Safety

Your Company has an established Occupational Health & Safety Policy and set of management and technical standards on Safety including Visible Leadership 10 Commandments & Life Saving Safety Rules that form the basis of our Safety management system. These standards are developed and are periodically evaluated and updated with consideration for national and other global requirements to ensure that Adani''s Safety Management system remains globally oriented and best in class. A dedicated Safety Function at Business level defines the Adani Power OH&S strategy, develops necessary ecosystems, processes & enhances capability building to drive it and monitors safety performance. Each individual Unit / site has their own Safety Function under the guidance of respective Unit Head for internalizing and deploying the Safety strategies & programs.

At APL, the safety practices introduced at the organizational level have been transformed with the help of ''Project Chetna'' (Chetna is a Hindi word for

Consciousness). Collective and conscious efforts such as these and others are required to drive occupational health and safety practices in the organization. In addition to this, your Company has in place several safety measures adhering to internally known standards such as the ISO 45001 which together help achieve our strategic goal of ''Zero Harm'' in our workplaces.

Your Company in consultation with M/s DuPont,

a pioneer organisation in the field of safety management have stablished and aligned globally recognized high level Safety Intervention and Risk Assessment programs such as Safety Interaction (SI), Vulnerability Safety Risks (VSR), Site Risk Field Audits (SRFA), Process Hazard Analysis (PHA), and PreStartup Safety Review (PSSR) with Business specific Integrated Management System based Hazard Identification and Risk Assessment Process, e.g., HIRA and JSA. Your Company has adopted this framework and the reporting businesses have developed an ecosystem of participative and consultative approach for engaging concerned stakeholders, including, employees, associates, and contract workmen.

Your Company recognizes that the dynamic risks need to be managed and mitigated as per Hierarchy of Control to protect its stakeholders and achieve objective of Zero Harm with enablement of Sustainable Growth.

These interventions bring together an understanding of the potential upside and downside of all job and personal factors which can impact the organization with an objective to prevent injury, protect assets and add maximum sustainable value to all the activities and processes of the organization.

Creditable Achievements
Sr. No.	Certification / Award	Given as per/For	Conferred by	Year
Mundra TPP
1	"Five Star rating” from British Safety Council	Excellent safety standards	British Safety Council (BSC)	April 2022
Kawai TPP
1	Shreshtha Suraksha Puraskar (Silver Trophy)	Outstanding Performance for Occupational Health & Safety (OHS)	National Safety Council of India (NSCI)	June 2022
Adani Power Jharkhand Limited, Godda
1	Greentech International Environment, Health & Safety Award	Outstanding Achievements in Construction Safety	Greentech Foundation	January 2023

Particulars of Employees

Your Company had 2805 employees (on consolidated

basis) as of 31st March, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the

median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees ICCs, at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICCs includes external members with relevant experience. The ICCs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with

Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides

for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded

on the website of your Company at https://www. adanipower.com/investors/corporate-governance.

During the year under review, no complaint has been

registered under this mechanism.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,

as amended is provided as Annexure-D of this report.

Acknowledgement

Your Directors are highly grateful for all the

guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

Date: 5th May, 2023 (DIN: 00006273)

---

Mar 31, 2022

Your Directors are pleased to present herewith the 26^th Annual Report along with the audited financial statements of your Company for the financial year ended 31^st March 2022.

FINANCIAL PERFORMANCE:

The audited financial statements of the Company as on 31^st March 2022, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of

the Companies Act, 2013 ("Act”).

The summarised financial highlight is depicted below:

(H In crore)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	27,711.18	26,221.48	581.32	447.17
Other Income	3,975.29	1,928.20	487.21	134.37
Total revenue	31,686.47	28,149.68	1,068.53	581.54
Operating and Administrative expenses	17,897.02	17,552.96	536.03	408.07
Operating Profit before finance costs, Depreciation and Tax	13,789.45	10.596.72	532.50	173.47
Depreciation and Amortization expenses	3,117.54	3,201.65	30.27	32.46
Profit before finance costs, exceptional items, tax and Deferred tax adjustable in/(recoverable from) future tariff	10,671.91	7,395.07	502.23	141.01
Finance Costs	4,094.78	5,106.33	684.44	644.02
Exceptional Item	-	-	-	-
Profit / (Loss) before tax and Deferred tax adjustable in/ (recoverable from) future tariff	6,577.13	2,288.74	(182.21)	(503.01)
Tax expenses	1,744.80	1,083.87	0.02	(4.27)
Deferred tax recoverable from future tariff (net of tax)	(79.25)	(65.11)	-	-
Profit / (Loss) for the year before share of profit / (loss) from associate	4,911.58	1,269.98	(182.23)	(498.74)
Net Share of profit / (loss) from associate	-	-	-	-
Profit / (Loss) for the period	4,911.58	1,269.98	(182.23)	(498.74)
Other Comprehensive Income	43.63	(30.40)	24.00	1.14
Total Comprehensive Income / (Loss) for the year	4,955.21	1,239.58	(158.23)	(497.60)
Surplus brought forward from previous year	-	-	-	-
Balance available for appropriation	4,955.21	1,239.58	(158.23)	(497.60)
Balance carried to Balance Sheet	4,955.21	1,239.58	(158.23)	(497.60)

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

Further, there has been no change in nature of business of the Company.

PERFORMANCE HIGHLIGHTS

Consolidated:

The key aspects of your Company''s consolidated performance during the FY 2021-22 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2021-22 stood at H31,686.47 crore as against H28,149.68 crore for FY 2020-21 showing an increase of 12.56%. The consolidated revenue for FY 2021-22 incorporated higher recognition of prior period revenue from operations and prior period other income, primarily on account of regulatory orders for compensation to Adani Power Rajasthan Limited for shortfall in availability of domestic linkage coal.

Your Company has sold 52.1 Billion units of electricity during FY 2021-22 as against 59.3 Billion units in FY 2020-21 from all the plants with Plant Load Factor (PLF) decreasing from 58.9% in the previous year to 51.5% in FY 2021-22.

b) Operating and Administrative Expenses Consolidated Operating and Administrative Expenses during FY 2021-22 were H17,897.02

crore, which have increased by 1.96% from H17,552.96 crore in FY 2020-21. The increase

is mainly due to higher expenses in nature of purchase of trading goods, employee benefits expense, repairs and maintenance expense etc.

The percentage of Operating and Administrative Expenses to Total Revenue has decreased to 56.48% in FY 2021-22 from 62.36% in FY 2020-21.

c) Depreciation and Amortization Expenses

Consolidated Depreciation and Amortization Expenses during FY 2021-22 were H3,117.54 crore,

which have decreased by 2.63% from H3,201.65 crore in FY 2020-21.

d) Finance Costs

Consolidated Finance Costs during FY 2021-22 were H4,094.78 crore, which have decreased by 19.81% from H5,106.33 crore in FY 2020-21, mainly

due to interest rate reduction and repayments.

e) Total Comprehensive Income/ Loss for the year Consolidated Total Comprehensive Income for the FY 2021-22 was H4,955.21 crore as compared to Total Comprehensive Income of H1,239.58 crore in

FY 2020-21.

DIVIDEND

The Board of Directors of your Company, after

considering the relevant circumstances holistically and keeping in view the Company''s Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the Reserves.

SCHEME OF AMALGAMATION

During the year under review, a scheme of amalgamation of the Company''s six wholly owned subsidiaries, namely, (i) Adani Power Maharashtra Limited; (ii) Adani Power Rajasthan Limited; (iii) Udupi Power Corporation Limited; (iv) Raipur Energen Limited; (v) Raigarh Energy Generation Limited; and (vi) Adani Power (Mundra) Limited with Adani Power Limited was approved by the respective Board of Directors involved under the said scheme. The scheme thereafter has been filed with BSE Limited and National Stock Exchange of India Limited for disclosure purpose and both the stock exchanges have disseminated the same on their respective websites. Recently, a joint company application along with the scheme and requisite annexures has been filed with the Hon''ble National Company Law Tribunal, Bench at Ahmedabad.

The proposed amalgamation envisaged under this scheme is intended to achieve size, scalability, integration, greater financial strength and flexibility thereby building a more resilient and robust organization that can address dynamic business situations and volatility in various economic factors in a focused manner, in order to achieve improved longterm financial returns.

KEY DEVELOPMENTS

ADANI POWER (MUNDRA) LIMITED:

Adani Power (Mundra) Limited ("APMuL''), a wholly owned subsidiary of the Company, and Gujarat Urja Vikas Nigam Ltd. ("GUVNL''), have agreed to: (a) resolve all disputes pertaining to Power Purchase Agreements ("PPAs") dated 2^nd February 2007 ("Bid-2 PPA") and 6^th February 2007 ("Bid-1 PPA"), and Supplementary PPAs ("SPPAs") dated 5^th December 2018 connected to both these PPAs, in a comprehensive and amicable manner and withdraw all related pending cases/ petitions, claims filed by either side against each other; and (b) revive the canceled Bid-2 PPA and its connected SPPA, which stood terminated by virtue of decision of the Hon''ble Supreme Court dated 2^nd July 2019 and in turn, APMuL and GUVNL to not claim any compensation in terms of the said judgment in relation to termination of Bid-2 PPA; In pursuance of the above, APMuL and GUVNL had jointly approached the Hon''ble Supreme Court to place on record the Settlement Deed signed between them and for disposal of GUVNL''s curative petition pertaining to the Hon''ble Court''s judgment dated 2^nd July 2019, in terms of the Settlement Deed.

The Hon''ble Supreme Court has disposed of the

curative petition filed by GUVNL by its order dated 8^th February 2022.

Subsequently, APMuL has entered into SPPA with

GUVNL dated 30^th March 2022 for Bid 1 and Bid 2 PPA which is pending with CERC for approval.

ADANI POWER MAHARASHTRA LIMITED (“APML''):

NCDP and SHAKTI cases corresponding to PPAs of 2500 MW capacity:

Maharashtra State Electricity Distribution Company Ltd. ("MSEDCL'') has filed a petition with Hon''ble Supreme Court against the orders of APTEL wherein APTEL allowed the compensation for the entire quantum of coal shortfall and that the Station Heat Rate (SHR) and Gross Calorific Value (GCV) of coal shall be considered at actual values which is currently pending adjudication. the Hon''ble Supreme Court vide its interim order dated 31^st January 2022, allowed payment of 50% of the outstanding claim amount to be released to APML while pendency of the main petition.

Lohara Case:

MSEDCL has filed an appeal in Hon''ble Supreme Court

against APTEL order wherein APTEL allowed the deallocation of the Lohara Coal Blocks by the Ministry of Coal allocated to APML for 800 MW capacity to be an event of Change in Law and further allowed the compensation for such shortfall considering the Lohara Coal cost as a base, which is currently pending adjudication. The Hon''ble Supreme Court, vide its interim order dated 31^st January 2022, allowed payment of 50% of the outstanding claim amount to be released to APML while pendency of the main petition.

ADANI POWER RAJASTHAN LIMITED:

Adani Power Rajasthan Limited ("APRL'') has filed a contempt petition with the Hon''ble Supreme Court against Rajasthan Discoms for non-compliance of its order dated 31^st August 2020. The Hon''ble Supreme

Court vide its order dated 25^th February 2022,

allowed the contempt petition filed by APRL for nonpayment of stipulated dues by Rajasthan Discoms in compliance with the Hon''ble Supreme Court order dated 31^st August 2020 and directed the discoms to make payment including interest within 4 weeks from the date of order. Consequently, APRL has received H5996.44 crore (including carrying cost of H1469.19 crore and late payment surcharge of H1478.62 crore).

ADANI POWER (JHARKHAND) LIMITED:

Adani Power (Jharkhand) Limited ["APJL''] is in the process of implementation of 2x800 MW Ultra Super Critical Thermal Power Project (USCTPP) at Godda, Jharkhand. Power generated from this proposed Station shall be delivered to our neighbouring country Bangladesh through a dedicated cross border 400 KV Double Circuit Transmission Line connecting to Bangladesh Grid, which is also being built afresh on both sides of the border.

APJL has made substantial progress on the project during FY 2021-22 and achieved several milestones.

Cumulative physical progress achieved in the Project

till 31^st March 2022 is 83.71%.

UDUPI POWER CORPORATION LIMITED:

Late Payment Surcharge: Supreme Court (SC) vide its Judgment dated 08^th February, 2022 in Civil Appeal No. 838, 842, 927-928, 1003-1004 of 2021 filed by PCKL & HESCOM dismissed the Appeal considering that no substantial question of law or fact is raised in the Civil Appeal which merit consideration. Further, SC vide its Judgment dated 08^th February, 2022 in Civil Appeal No. 32 of 2021 filed by BESCOM disposed of the Appeal with the liberty to proceed against UPCL if permitted by law. The contentions of the parties are left open in this regard. Application for payment direction rejected in all the above said appeals.

RAIGARH ENERGY GENERATION LIMITED: Relinquishment Charges: CERC vide order dated 11^th November, 2021 in Petition No. 92/MP/2020 filed by PGCIL has rejected the claim of transmission charges for the period 01^st October, 2017 till 24^th June, 2019 i.e. the period prior to NCLT Order, however has held that REGL will be liable to pay transmission charges w.e.f. 25^th June, 2019 till 08^th July, 2019 i.e. post NCLT Order till the date of relinquishment of LTA.

FIXED DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2021-22 or the previous financial years. Your Company did not

accept any deposit during the year under review,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act, with respect to loans, guarantees, investments or security are

no t applicable to the Compa ny as the Compa ny is engaged in providing infrastructural facilities and is exempted under Section 186 of the Act. The details of loans, guarantees and investments made during the year under review are disclosed in the financial statements.

SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE

A list of bodies corporate which are subsidiaries of

your Company is provided as part of the notes to consolidated financial statements,

During the year under review, following subsidiaries have been formed/acquired:

1 Chandenvalle Infra Park Limited

2. Mahan Fuel Management Limited

3. Alcedo Infra Park Limited

4. Emberiza Infra Park Limited

5. Mahan Energen Limited (Formerly known as Essar

Power M P Limited)

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations,

the Company has prepared consolidated financial statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this

Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www. adanipower.com).

Pursuant to Section 134 of the Act read with rules

made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which

forms part of this Annual Report.

THE FINANCIAL PERFORMANCE OF THE KEY SUBSIDIARIES IS AS UNDER

Adani Power (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW, PLF for the year was 29.6%. The Mundra Power Plant had H10,096 crore towards the total revenue and H2,438 crore towards the EBIDTA. APMuL had H336 crore Total Comprehensive Loss during the year.

Adani Power Maharashtra Limited [APML]: APMLs Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 74.9%. The Tiroda Power Plant had H10,113 crore towards the total revenue and H3,252 crore towards the EBIDTA. APML had H1,023 crore Total Comprehensive Income during the year.

Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 72.2%. The Kawai Power Plant had H8,696 crore towards the total revenue and H6,291 crore towards the EBIDTA. APRL had H3,975 crore Total Comprehensive Income during the year.

Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 16.3%.The Udupi Power Plant had H1,948 crore towards the total revenue and H927 crore towards the EBIDTA. UPCL had H206 crore Total Comprehensive Income during the year.

Raipur Energen Limited [REL]: RELs Power Plant has a total installed capacity of 1370 MW. PLF for the year was 73.6%.The RELs Power Plant had H3,032 crore towards the total revenue and H1,173 crore towards the EBIDTA. REL had H557 crore Total Comprehensive Income during the year.

Raigarh Energy Generation Limited [REGL]: REGLs Power Plant has a total installed capacity of 600 MW in Raigarh District, Chhattisgarh. PLF for the year was 70.5%.The REGLs Power Plant had H1,410 crore towards the total revenue and H428 crore towards the EBIDTA. REGL had H11 crore Total Comprehensive Income during the year.

Adani Power (Jharkhand) Limited [APJL]: APJL is setting up 1600 MW coal powered thermal power plant based on ultra super critical technology in the

recommendation of Nomination and Remuneration

Committee and after considering the performance evaluation of his first term and considering the business acumen, knowledge, experience, skills

and contribution, have re-appointed him as an Independent Director for a second term of one year w.e.f. 31^st March 2023, subject to approval of shareholders at the ensuing AGM. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations, and available on Company''s website (www.adanipower.com).

The Board recommends the re-appointment of above Directors for your approval. Brief details of Directors proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations,

are provided in the Notice of the AGM.

Your Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director.

During the year under review, Mr. Shersingh B. Khyalia

was appointed as a Chief Executive Officer of the Company w.e.f. 11^th January 2022.

Pursuant to provisions of Section 203 of the Act, Mr. Anil Sardana, Managing Director, Mr. Shersingh B.

Khyalia, Chief Executive Officer, Mr. Shailesh Sawa, Chief Financial Officer and Mr. Deepak S Pandya, Company Secretary are the Key Managerial Personnel

of the Company as on 31^st March 2022.

COMMITTEES OF BOARD

During the year under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing

Committees to bring more independence; constituted certain new Committees & Sub-committees; and amended / adopted the terms of reference of the said Committees. Most of the Committees consist of majority of Independent Directors.

Details of various Committees constituted by the Board, including the Committees mandated pursuant

State of Jharkhand during the year. APJL has incurred total capital expenditure amounting to H3,827.66

crore.

Mahan Energen Limited [Formerly known as "Essar Power M P Limited"]: During the year, pursuant to the resolution plan submitted by your Company in relation to the corporate insolvency resolution process of Essar Power M P Limited ("EPMPL''), the Hon''ble National Company Law Tribunal, Principal Bench, New Delhi, vide its order dated 1^st November 2021 under Section 31 of the Insolvency and Bankruptcy Code, 2016 approved the resolution plan.

Thereafter, on 16^th March 2022, after implementing all the matters stated in approved resolution plan, the acquisition of EPMPL by APL was completed and the Company took over the management of EPMPL.

With effect from 25^th March 2022, the name of the Company has been changed to "Mahan Energen Limited” ("MEL'').

MEL has 1,200 MW (2 x 600 MW) coal based thermal power plant located in Village Bandhaura, Singrauli, Madhya Pradesh.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming

part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March 2022, your Company''s Board had six members comprising of one Executive Director, two Non-Executive and Non-Independent Directors and three Independent Directors, including one woman Independent Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Pursuant to the provisions of Section 149 of the Act,

Mr. Mukesh Shah (DIN: 00084402) was appointed as Independent Director of the Company for a period of five years w.e.f 31^st March 2018. The Board, on the to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 6 (Six) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 22^nd March 2022, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company''s Policy on Directors'' appointment and remuneration and other matters (Remuneration Policy) provided in Section 178(3) of the Act is available

on the website of the Company at https://www. adanipower.com/investors/corporate-governance.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the said Remuneration Policy.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the

best of their knowledge and based on the information and explanations received from the Company, confirm that:

a. in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs

of the Company at the end of the financial year and of the profit of the Company for that period;

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

d. they have prepared the annual financial statements on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal

financial control are adequate and operating effectively;

f. they have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Annual Report.

RISK MANAGEMENT

Company''s Risk Management Framework is designed

to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a Risk Management Committee (RMC) to

frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism is in place for periodic review of the compliance to the risk policy and

tracking of mitigation plans:

¦ Review compliance to Risk Policy, resolve bottlenecks to mitigate risk. Advise the board on risk tolerance and appetite.

¦ Prioritise risk from stations / departments, track

mitigation plan and escalate to steering committee; prepare steering committee document and coordinate meeting.

¦ Review and update risk list; track mitigation plan and share status update with Chief Risk Officer (the

CRO) every month. Share Risk Review document with the CRO.

Once risks have been prioritized, comprehensive

mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & practices (risk assessment, prioritization and mitigation) and governance structure have been detailed out in the

“Risk Management Charter” and approved by the

Board.

To further strengthen the risk management processes, the Board of the Company has, during the year, constituted sub-committees of Risk Management Committee comprising majority of Independent Directors, namely, (i) Mergers & Acquisitions Committee; (ii) Legal, Regulatory & Tax Committee; (iii) Reputation Risk Committee; and (iv) Commodity Price Risk Committee.

BOARD POLICIES

The details of the policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure-A to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has changed the nomenclature of “Sustainability and Corporate Social Responsibility Committee” to “Corporate Social Responsibility Committee” and has approved the revised terms of reference. The brief details of CSR are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR Policy is available on the website of the Company at https://www.adanipower. com/investors/corporate-governance. The Annual Report on CSR activities is annexed and forms part of this Annual Report.

Further, the Chairman of the CSR Committee has

certified that CSR spends of the Company for the FY 2021-22 have been utilized for the purpose and in

the manner approved by the Board.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The Corporate Governance Report as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company (Code of Conduct), who have affirmed the compliance thereto. The Code of Conduct is available on the website of the Company at https://www.adanipower.com/investors/ corporate-governance.

BUSINESS RESPONSIBILITY &SUSTAINABILITY REPORT

In our constant endeavor to improve governance, your Company has, on a voluntary basis, transitioned from Business Responsibility Report to Business Responsibility & Sustainability Report for the year

ended 31^st March 2022, which forms part of this Annual Report.

ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the draft

annual return as on 31^st March 2022, prepared in accordance with Section 92(3) of the Act, is made

available on the website of the Company and can be assessed using the link https://www.adanipower. com/-/media/Project/Power/Investors/Investors-Downloads/Annual-Return/FY22.pdf.

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in

nature.

All transactions with related parties entered into

during the financial year were at arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and the

Company''s Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and SEBI Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

The Policy on Related Party Transactions is available on the Company''s website and can be assessed using the link https://www.adanipower.com/investors/ corporate-governance.

GENERAL DISCLOSURE

Neither the Chairman nor the MD of the Company received any remuneration or commission from any of

the subsidiary of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events of these nature during

the year under review:

1. Issue of equity shares with differential rights as to

dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares)

to employees of the Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. Change in the nature of business of your Company.

6. Application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. One time settlement of loan obtained from the Banks or Financial Institutions.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

STATUTORY AUDITORS & AUDITORS'' REPORT

As per Section 139 of the Act, read with rules made thereunder, as amended, the first term of M/s. S R B C & CO LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/E300003), as the Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM and they are eligible for re-appointment for a second term of 5 (five) years. Your Company has received a letter from M/s. S R B C & CO LLP, Chartered Accountants, to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Act read with rules made thereunder and that they are not disqualified for such re-appointment.

Your Directors recommend the re-appointment of M/s. S R B C & CO LLP, Chartered Accountants, as Statutory Auditors of the Company to hold office from

the conclusion of this (26^th) AGM till the conclusion of 31^st AGM of the Company to be held in the calendar

year 2027.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. The Auditors''

Report is enclosed with the financial statements forming part of this Annual Report.

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately

dealt with in Note No. 38 of the Notes to the standalone audited financial statements.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act,

and the rules made thereunder, the Company has appointed M/s. Chirag Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Reports for FY 2021-22 of the Company and its material subsidiaries are annexed, which forms part of this report as Annexure-B. There are no qualifications, reservation or adverse remarks given by Secretarial Auditors of the Company.

As per the requirements of the SEBI Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for FY 2021-22. The Secretarial Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances and forms part of this Annual Report.

COST AUDITORS

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 000025) to

conduct audit of cost records of the Company for the year ended 31^st March 2023. The Cost Audit Report for the year 2020-21 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with all the applicable provisions of

Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of

India.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not

reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the

Act.

PARTICULARS OF EMPLOYEES

The Company had 80 employees on standalone basis as of 31^st March 2022.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees'' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provide in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual

Report is being sent to the shareholders and others entitled thereto, excluding the said annexure which

is available for inspection by the shareholders at the Registered Office of the Company during business

hours on working days of the Company. If any shareholder is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external

members with relevant experience. The ICs, presided

by senior women, conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including

while working remotely.

During the year under review, the Company has

not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by the Company.

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear or retaliation practices.

The vigil mechanism of the Company provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said Policy is uploaded

on the website of the Company at https://www. adanipower.com/investors/corporate-governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014,

as amended is provided as Annexure-D of this report.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Ministry of Power, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere

appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman

Date: 5^th May 2022 (DIN: 00006273)

---

Mar 31, 2021

Your Directors present herewith the 25^th Annual Report along with the audited financial statements of your Company for the financial year ended 31^st March, 2021.

1. FINANCIAL PERFORMANCE:

The audited financial statements of the Company as on 31^st March, 2021 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”) and provisions of the Companies Act, 2013 ("Act”).

The summarised financial highlights are depicted below:

(H in Crores)
Particulars	Consolidated Results		Standalone Results
	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
Revenue from operations	26,221.48	26,467.72	447.17	1,005.32
Other income	1,928.20	1,374.09	134.37	910.84
Total Revenue	28,149.68	27,841.81	581.54	1,916.16
Operating and administrative expenses	17,552.96	20,782.42	408.07	1,043.73
Operating profit before finance costs, depreciation and Tax	10,596.72	7,059.39	173.47	872.43
Depreciation and amortization expenses	3,201.65	3,006.50	32.46	34.77
Profit before finance costs, exceptional items, tax and deferred tax (recoverable from) future tariff	7,395.07	4,052.89	141.01	837.66
Finance costs	5,106.33	5,314.82	644.02	1,175.23
Exceptional item	-	1,002.99	-	1,002.99
Profit / (Loss) before tax and deferred tax (recoverable from) future tariff	2,288.74	(2,264.92)	(503.01)	(1,340.56)
Tax expenses	1,083.87	55.54	(4.27)	-
Deferred tax recoverable from future tariff (net of tax)	(65.11)	(45.69)	-	-
Profit / (Loss) for the year before share of Profit / (Loss) from associate	1,269.98	(2,274.77)	(498.74)	(1,340.56)
Net share of Profit / (Loss) from associate	-	-	-	-
Profit / (Loss) for the year	1,269.98	(2,274.77)	(498.74)	(1,340.56)
Other Comprehensive Income	(30.40)	10.32	1.14	0.12
Total Comprehensive Income / (Loss) for the year	1,239.58	(2,264.45)	(497.60)	(1,340.44)
Surplus brought forward from previous year	-	-	-	-
Balance available for appropriation	1,239.58	(2,264.45)	(497.60)	(1,340.44)
Balance carried to Balance Sheet	1,239.58	(2,264.45)	(497.60)	(1,340.44)

The consolidated revenue for FY 2020-21 incorporated higher level of recognition of prior period revenue from operations and prior period other income, primarily on account of regulatory orders such as the APTEL order for compensation to APML for non-availability of coal due to cancellation of Lohara coal block.

Your Company has sold 59.3 Billion units of electricity during FY 2020-21 as against 64 Billion units in FY 2019-20 from all the plants with Plant Load Factor (PLF) decreasing from

2. PERFORMANCE HIGHLIGHTS:

Consolidated:

The key aspects of your Company''s consolidated performance during the financial year 2020-21 are

as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2020-21 stood at H 28,149.68 Crores as against H 27,841.81 Crores for FY 2019-20 showing an increase of 1.11%.

66.6% in the previous year to 58.9% in FY

2020-21.

b) Operating and administrative expenses Consolidated Operating and administrative expenses during FY 2020-21 were H 17,552.96

Crores, which have decreased by 15.54% from H 20,782.42 Crores in FY 2019-20. They mainly consist of expenses in nature of fuel cost,

purchase of trading goods, employee benefits expense, transmission expense, repairs and maintenance expense etc.

The percentage of Operating and administrative expenses to total revenue has decreased to 62.36% in FY 2020-21 from 74.64% in FY 201920.

c) Depreciation and amortization expenses Consolidated Depreciation and amortization expenses during FY 2020-21 were H 3,201.65 Crores, which have increased by 6.49% from H 3,006.50 Crores in FY 2019-20 largely due to full year consolidation of REL and REGL.

d) Finance costs

Consolidated Finance costs during FY 2020-21

were H 5,106.33 Crores, which have decreased by 3.92% from H 5,314.82 Crores in FY 201920, mainly due to interest rate reduction and

repayments.

e) Total Comprehensive Income / Loss for the year

Consolidated Total Comprehensive Income for the FY 2020-21 was H 1,239.58 Crores as

compared to Total Comprehensive Loss of H 2,264.45 Crores in FY 2019-20.

3. DIVIDEND:

The Board of Directors of your Company, after considering the relevant circumstances holistically

and keeping in view the Company''s dividend distribution policy, has decided that it would be prudent not to recommend any Dividend for the

year under review.

4. COVID-19 PANDEMIC:

Due to outbreak of Covid-19 pandemic globally

and in India, the Company''s management has made initial assessment of likely adverse impact on business and financial risks on account of Covid-19 and the efforts to combat it. The management does not see any medium to long term risks in the Company''s ability to continue as a going concern and meeting its liabilities. The management will

continue to monitor performance and take remedial

measures as needed to respond to the Covid-19 related risk, if any.

The generation and supply of electricity are essential services. During the lockdown announced

by the Central Government to restrict the spread of the COVID-19 pandemic, the Ministry of Power instructed various bodies and agencies of State Governments and urban local administration to ensure that generation of power continues without interruption, and that the movement of fuel, manpower, or machinery is not hampered. As a result of these measures, the Company was able to maintain plant uptime and supply power as per demand. Further, the disruptions caused across the world due to the pandemic created the need for practical and scalable solutions to overcome the challenges of remote working by transforming to new business processes and creating new workflows. The transition to remote working was facilitated by various digital initiatives adopted by the Company.

The demand for power was affected significantly due to the lockdown, as all non-essential industrial and commercial establishments were shut across

the nation. This reduction in demand had an impact on the PLF of most of the power plants of the Company and its subsidiaries, especially during the

first half of FY 2020-21. However, power demand revived quickly after the lockdowns were eased and as economic activity started to normalise.

During the lockdown period, power distribution companies also faced cash flow shortages due to their inability to collect dues from customers on account of restrictions on movement. However, the Government undertook proactive measures to ensure that the liquidity of power generating companies does not get affected adversely. Initially in FY 2020-21 the Government announced financial packages with an aim to provide liquidity to DISCOMs by lending against their receivables and thereby to relieve cash flow bottlenecks in the power sector. The Company has taken necessary steps to ensure adequate liquidity during and beyond the lockdown period.

Power demand for FY 2020-21, measured by energy

demand as well as peak demand, has again reached the level of the demand seen during FY 2019-20, demonstrating the depth and resilience of the Indian economy. Various policies and protocols put in place by the Government and the private sector, combined with timely enhancement of healthcare infrastructure and the experience gained during

the initial phases of the pandemic, will allow the

nation to address recurrence of the contagion in a better way, without causing a prolonged disruption to economic activity. Various multilateral financing institutions and global rating agencies have also taken cognizance of the Indian economy''s growth prospects, and projected a real GDP growth of 10% for FY 2021-22 and 6.8% for FY 2022-23 despite the estimated contraction of (-) 7.3% to (-) 7.5% in FY 2020-21.

On its part, the Company has taken several initiatives to support employees and their families during the pandemic. The Company has also invested a lot in taking requisite initiatives by setting up medical helplines, first line Covid Care Center at Adani Vidyamandir, Ahmedabad etc., and has also extended counselling and self-help services providing psychological support to all its employees.

5. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes, which have occurred

between the end of financial year of the company and the date of this report.

6. KEY DEVELOPMENTS:

Adam Power (Mundra) Ltd.:

The Hon''ble APTEL vide its Judgment dated 3^st November, 2020 upheld the decision of CERC in favour of APMuL by dismissing the appeal filed

by Distribution Companies of Haryana ["Haryana DISCOMS''''] in relation to the claim towards compensation on account of shortage in domestic

coal supply for the PPAs signed by APMuL with Haryana DISCOMS.

Haryana DISCOMS have challenged the said Judgment of APTEL in the Hon''ble Supreme Court. The Court has vide its interim order dated 16^th February, 2021 rejected the Stay application filed by Haryana DISCOMS against APTEL judgment and directed 50% of Principal amount (H 1107.51) Crores to be deposited in the court within a period of three months, which may be withdrawn by APMuL on submission of a Corporate Guarantee, subject to the ultimate result of the appeal.

Highlights of key developments during the year under review with respect to operations and

maintenance are summarised below:

• Unit-7 - Created National record of continuous running of 444 days among super critical units.

• Unit-8 continuous running for 329 days

(Previous best was 229 days).

• Highest ever monthly station PLF achieved 93.01% in Oct-20 (Previous Best 92.51%).

Adam Power Maharashtra Ltd.

NCDP and SHAKTI cases corresponding to PPAs of 2500 MW capacity: The Appellate Tribunal for Electricity (APTEL) vide its judgments dated 14^th September, 2020 and 28^th September, 2020 upheld the decisions of MERC that the shortfall in availability of domestic coal under New Coal Distribution Policy ("NCDP”) and Scheme of Harnessing and Allocating Koyala (Coal) Transparently in India ("SHAKTI”) policy are events of Change in Law under the respective PPAs. APTEL has further allowed that the compensation is payable for the entire quantum of such shortfall and that the Station Heat Rate (SHR) and Gross Calorific Value (GCV) of coal shall be considered at actual values. APTEL remanded the matter to MERC for issuing consequential orders and accordingly MERC vide its orders dated 10^th December, 2020, has issued consequential order.

Subsequently Maharashtra State Electricity Distribution Company Ltd. ("MSEDCL'') has filed a petition with Hon''ble Supreme Court against the aforesaid orders of APTEL, which is currently

pending adjudication.

Lohara Case: In a related development, the APTEL vide its judgment dated 5^th October, 2020 upheld

the de-allocation of Lohara coal blocks allocated to APML by the Ministry of Coal for 800 MW capacity to be an event of Change in Law and further allowed the compensation for such shortfall considering the Lohara Coal cost as a base and considering operating parameters in terms of the judgment dated 14^th September, 2020.

Subsequently the MSEDCL has filed an appeal in Hon''ble Supreme Court against certain matters in the APTEL order, which is currently pending

adjudication.

Adani Power Rajasthan Ltd.

The Hon''ble Supreme Court has vide its Judgment dated 31^st August 2020 upheld the allowance of compensation, including carrying cost thereon, for the additional cost incurred by APRL due to shortfall in availability of domestic linkage coal under NCDP and SHAKTI policies of the Government of India in respect of the appeal filed by the Distribution Companies of Rajasthan ["Rajasthan DISCOMs”] against the APTEL Order dated 14^th September, 2019.

RUVNL had filed a review petition in Supreme Court against the said Judgment. The Hon''ble

Supreme Court vide its order dated 2^nd March 2021

has rejected the said review petition.

The Company has also filed a contempt petition with the Hon''ble Supreme Court against Rajasthan

Discoms for non-compliance of its order dated 31^st August, 2020.

Adam Power (Jharkhand) Ltd.

Adani Power (Jharkhand) Limited ("APJL'') is in the process of implementation of 2x800 MW Ultra Super Critical Thermal Power Project (USCTPP) at Godda, Jharkhand. Power generated from this proposed station shall be delivered to our neighbouring country Bangladesh through a dedicated cross border 400 KV Double Circuit Transmission Line connecting to Bangladesh Grid, which is also being built afresh on both sides of the border.

In spite of several hurdles due to COVID-19, APJL has made substantial progress on the project during FY

2020-21 and achieved several milestones.

Cumulative physical progress achieved in the Project till 31^st March 2021 is 68.50%.

7. FIXED DEPOSITS:

During the year under review, your Company has not

accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with

rules made there under.

8. SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE:

Your Company has total 11 direct subsidiaries as on 31^st March, 2021.There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

• Adani Power (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW. PLF for the year was 63.42%. The Mundra Power Plant contributed H 10,023 Crores towards the total consolidated revenue and H 1081 Crores towards the consolidated EBIDTA. APMuL had H 2,139 Crore Comprehensive Loss during the year.

• Adani Power Maharashtra Limited [APML]: APMLs Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 62.44%. The Tiroda Power Plant contributed H 11,110 Crores towards the total consolidated revenue and H 6,721 Crores towards the consolidated EBIDTA. APML had H 3,666 Crore Total Comprehensive Income during the year.

• Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 74.29%. The Kawai Power Plant contributed H 3,592 Crores towards the total consolidated revenue and H 1,535 Crores towards the consolidated EBIDTA. APRL had H 347 Crores Total Comprehensive Income during the year.

• Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 22.36%.The Udupi Power Plant contributed H 1,821 Crores towards the total consolidated revenue and H 877 Crores towards the consolidated EBIDTA. UPCL had H 103 Crores Total Comprehensive Income during the year.

• Raipur Energen Limited [REL]: RELs Power Plant has a total installed capacity of 1370 MW. PLF for the year was 55.09%. The RELs Power Plant contributed H 1,877 Crores towards the total consolidated revenue and H 474 Crores towards the consolidated EBIDTA. REL had H 45 Crores Total Comprehensive Loss during the year.

• Raigarh Energy Generation Limited [REGL]: REGLs Power Plant has a total installed capacity of 600 MW in Raigarh District, Chhattisgarh. PLF for the year was 54.74%. The REGLs Power Plant contributed H 774 Crores towards the total consolidated revenue and H 102 Crores towards the consolidated EBIDTA. REL had H 165 Crores comprehensive loss during the year.

• Adani Power (Jharkhand) Limited [APJL]: APJL is setting up 1600 MW coal powered thermal power plant based on ultra super critical technology in the State of Jharkhand during the year. APJL has incurred total capital expenditure amounting to H 4,198.02 Crores.

9. CONSOLIDATED FINANCIAL STATEMENTS Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with rules framed there under and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and its subsidiaries, and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1, forming part of the Annual Report. The Financial Statements as stated above are also available on the website of

the Company and can be accessed at http://www. adanipower.com/investors/financials,

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned, The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipowercomr Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors of the Company at its meeting held on 10^th July,

2020, has considered and approved the followings:

1. Change in designation of Mr. Rajesh Adani (DIN: 00006322), from "Managing Director” to "Non-Independent Non-Executive Director” with effect from the close of the office hours

on 10^th July, 2020;

2. Appointment of Mr, Anil Sardana as an Additional Director of the and thereafter as a Managing Director of the Company w.e.f. 11^th July, 2020 without any remuneration

for a period of 3 years as per the applicable provisions of the Companies Act, 2013 (the "Act”) read with Schedule V to the Act;

3. Cessation of Mr. Vneet S. Jaain as a Whole-time Director of the Company with effect from the close of the office hours on 10^th July, 2020, on

account of his transition to a new role;

4. Cessation of Mr. Suresh Chandra Jain as Chief Financial Officer of the Company with effect from the close of the office hours on 10^th July, 2020, on account of his transition to a new role:

5. Appointment of Mr. Shailesh Sawa as Chief Financial Officer of the Company with effect

from 11^th July, 2020.

Director retiring by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Board recommends the appointment/ reappointment of above Directors for your approval.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General Meeting.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 17^th March, 2021, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance

of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) read with sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view

of the state of affairs of the Company as at 31^st March, 2021 and of the loss of the Company for

the year ended on that date;

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

d. the annual financial statement have been prepared on a going concern basis;

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

12. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

13. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website

of the Company at https://www.adanipower.com/ investors/corporate-governance

14. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Directors are responsible for laying down internal financial controls to be followed by the

company and that such internal financial controls

are adequate and were operating effectively. As per Section 134(5) (e) of the Companies Act, 2013, the Directors'' Responsibility Statement shall state the

same.

Your Company has put in place strong internal

control systems and best in class processes commensurate with its size and scale of operations.

There is a well-established multidisciplinary Management Audit & Assurance Services (MA&AS) function that consists of professionally qualified

accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas across all functional areas, engages subject matter experts on need basis, and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operations and key processes risks.

Some Key Features of the Company''s internal controls system are:

• Adequate documentation of Policies &

Guidelines.

• Preparation & monitoring of Annual Budgets through monthly review for all operating &

service functions.

• MA&AS department prepares Risk Based Internal Audit Scope with the frequency of audit being decided by risk ratings of areas / functions. Risk based scope is discussed amongst MA&AS team, functional heads / process owners / CEO & CFO. The audit plan is formally reviewed and approved by Audit Committee of the Board.

• The entire internal audit processes are web enabled and managed on-line by Audit Management System.

• The Company has a strong compliance management system which runs on an online monitoring system.

• The Company has a well-defined delegation of power with authority limits for approving revenue and capex expenditure which is reviewed and suitably amended on an annual basis

• The Company uses ERP system (SAP) to record

data for its all transactions, which is embedded with requisite budgetary control and delegation of power. This system further integrates the

accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

• Apart from having all policies, procedures and

internal audit mechanism in place, Company periodically engages outside experts to carry

out an independent review of the effectiveness of various business processes.

• Internal Audit is carried out in accordance with

auditing standards to review design effectiveness of internal control system and procedures to manage risks, operation of monitoring control, compliance with relevant policies and procedures, and recommend improvement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the

adequacy and effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating

to strengthening of company''s risk management policies and systems.

15. RISK MANAGEMENT:

Company''s Risk Management Framework is

designed to help the organization, which meet its objective through alignment of operating controls to the mission and vision of the Group. The Board

of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls,

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc, Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism is in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

• Review Compliance to Risk Policy, resolve bottlenecks to mitigate risk, advise the Board

of Directors on risk tolerance and appetite.

• Prioritise risk from stations / departments, track mitigation plan and escalate to steering committee. Prepare Steering Committee document and co-ordinate meeting.

• Review and update risk list. Track mitigation

plan and share status update with CRO every month. Share Risk Review document with CRO.

Once risks have been prioritized, comprehensive

mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management and leadership.

All associated frameworks (risk categorization & identification): guidelines and practices (risk

assessment, prioritization and mitigation) and governance structure have been detailed out in the "Risk Management Charter” and approved by the

Board of Directors.

16. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31^st March, 2021 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

17. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the "Act”). Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in the prescribed Form AOC-2 is not applicable to the Company and hence does not form part of this report.

18. AUDITORS & AUDITORS'' REPORT:

Statutory Auditors:

M/s. S R B C & Co. LLP (324982E/E300003), Chartered Accountants, the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 26^thAnnual General Meeting of the Company to be held in the calendar year 2022, They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2021-22,

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately

dealt with in Note No. 39 of the Notes to the standalone audited financial statements, The Auditors'' Report is enclosed with the financial

statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31^st March, 2022. The Cost Audit Report for the year 2019-20 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, Mr. Chirag Shah, Practicing Company Secretary, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2020-21 is annexed, which forms part of this report, as Annexure -

A. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

19. AWARDS, CERTIFICATIONS AND ACCREDITATIONS:

Your Directors are pleased to inform that during the financial year 2020-21, your Company''s wholly

owned subsidiary Companies have been accredited with various certifications. A summary of the said certifications is given in the table, as below:

20. CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices, a Certificate from practicing Company Secretary regarding compliance of mandatory requirements thereof are given as an annexure to this report.

In compliance with Corporate Governance requirements as per the Listing Regulations, your

Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members

and senior management personnel of the Company, who have affirmed the compliance thereto.

21. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on the Management discussion and Analysis is provided as a separate section in

the Annual Report

22. SUSTAINABILITY & CORPORATE SOCIAL RESPONSIBILITY (S & CSR):

Our CSR Philosophy:

The CSR agenda is planned in consultation with

the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

The inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The CSR agenda is subsequently deliberated upon

and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield

life-long positive change to the communities around

us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural wellbeing of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in

and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Karnataka, Chhattisgarh, Jharkhand and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and

equitable development of the community.

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development.

We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed, which forms part of this Report. The CSR policy is available

on the website of the Company at https://www. adanipower.com/investors/corporate-governance

23. DISCLOSURES:

A. NUMBER OF BOARD MEETINGS:

The Board of Directors met 7 (seven) times during the financial year under review. The

details of Board meetings and the attendance of the Directors are provided in the Corporate

Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2021 is available on the website of the Company at https://www.adanipower.com/

investors/investor-downloads

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at https://www.adanipower.com/investors/ corporate-governance

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees,

investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is

exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals

which would impact the going concern status and the Company''s future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure - C.

H. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - B.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

J. OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following

items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under

Chapter V of the Act

2. Issue of equity shares with differential

rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity

shares) to employees of the Company under ESOP or any other scheme.

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

K. POLICIES

During the year under review, the Board of Directors of the Company has reviewed changes in Sustainability and Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www.adanipower.com/ investors/corporate-governance.

L. INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

24. DELISTING OF EQUITY SHARES:

The Company vide its letter dated 29^th May, 2020 has intimated BSE Limited and National Stock

Exchange of India Limited (the "Stock Exchanges”) that it has received delisting proposal letter from Adani Properties Private Limited ("APPL”), a member of the Promoter and the Promoter group company, wherein APPL has expressed its intention, either by itself or together with other members of the Promoter group, to acquire all the equity shares of the Company held by the public shareholders of

the Company, in terms of the applicable provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations. 2009, as amended (the "SEBI Delisting Regulations") and consequently, voluntarily delist the equity shares of the Company from the Stock Exchanges, in accordance with the SEBI Delisting Regulations.

Subsequently, the board of directors and shareholders of the Company have approved the Delisting proposal on 22^nd June, 2020 and 23^rd July, 2020, respectively. For voluntary delisting of Company''s equity shares, the Company is in process of taking necessary actions in terms of and in compliance with the applicable SEBI Regulations and other applicable laws. Towards this, the Company has already made an application to the Stock Exchanges for their in-principle approval.

25. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation

for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and

consistent contribution made by the employees at all levels, to ensure that the Company continues to

grow and excel.

Your Directors also feel a deep sense of gratitude for everyone who has, during this terrible

pandemic time, sacrificed for the common good over the last several months, especially who have followed Covid-19 protocols and maintained social distancing to provide essential services to various communities so as to keep everything going.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: 6^th May, 2021 (DIN: 00006273)

---

Mar 31, 2019

Dear Shareholders,

The Directors present herewith the 23^rd Annual Report along with the audited financial statements of your Company for the financial year ended 31^st March, 2019.

1. FINANCIAL PERFORMANCE

The audited financial statements of the Company as on 31^st March, 2019 are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The Financial highlight is depicted below:

(Rs. in crores)

Particulars	Consolidated Results		Standalone Results
	2018-19	2017-18	2018-19	2017-18
Revenue from operations	23,884.18	20,304.28	2,404.20	8,120.87
Other Income	2477.45	789.15	1,065.67	463.18
Total revenue	26,361.63	21,093.43	3,469.87	8,584.05
Operating and Administrative expenses	18,930.35	14,903.40	2,418.00	7,243.74
Operating Profit before Interest, Depreciation and Tax	7,431.28	6,190.03	1,051.87	1,340.31
Depreciation and Amortisation expenses	2,750.62	2698.72	38.06	860.67
Profit before finance costs and exceptional items	4,680.66	3491.31	1,013.81	479.64
Finance Costs	5,656.52	5,570.23	1,239.04	2,008.07
Exceptional Item	-	-	-	1,504.66
Loss before tax	(975.86)	(2,078.92)	(225.23)	(23.77)
Tax expenses	8.54	(5.15)	-
Loss for the year before share of (loss) from associate	(984.4)	(2,073.77)	(225.23)	(23.77)
Net Share of (loss) from associate	-	(29.18)	-
Loss for the period	(984.4)	(2,102.95)	(225.23)	(23.77)
Other Comprehensive Income	(7.74)	4.34	(1.17)	3.74
Total Comprehensive Loss for the year	(992.14)	(2,098.61)	(226.4)	(20.03)
Surplus brought forward from previous year	-	-	-	-
Balance available for appropriation	(992.14)	(2,098.61)	(226.4)	(20.03)
Balance carried to Balance Sheet	(992.14)	(2,098.61)	(226.4)	(20.03)

2. PERFORMANCE HIGHLIGHTS:

Consolidated:

The key aspects of your Company’s consolidated performance during the financial year 2018-19 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2018-19 stood at Rs. 26,361.63 crores as against Rs. 21,093.43 crores for FY 2017-18 showing a increase of 24.98%. The revenue is higher in FY 2018-19, mainly due to increase in quantum of power sold.

Your Company has sold 55.24 billion units of electricity during FY 2018-19 as against 48.01 billion units in FY 2017-18 from all the plants with increase in Plant Load Factor (PLF) from 55% in the previous year to 64% in the year 2018-19.

b) Operating and Administrative Expenses

The consolidated Operating and administrative expenses of Rs. 18,930.35 crores during FY 2018-19 which has increased by 27.02% from Rs. 14,903.40 crores in FY 2017-18. It mainly consists of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of Operating and administrative expenses to total revenue has increase to 71.81% in FY 2018-19 from 70.65% in FY 2017-18.

c) Depreciation and Amortisation Expenses

The consolidated Depreciation and Amortisation Expenses of Rs. 2,750.62 crores during FY 2018-19 which has increased by 1.92% from Rs. 2,698.72 crores in FY 2017-18.

d) Finance Costs

The consolidated Finance costs of Rs. 5,656.52 crores during FY 2018-19 which has increase by 1.55% from Rs. 5,570.23 crores in FY 2017-18.

e) Total Comprehensive Loss for the year Consolidated Total Comprehensive Loss for the year was Rs. 992.14 crores as compared to Total Comprehensive Loss of Rs. 2,098.61 crores in FY 2017-18.

Standalone:

During the previous financial year, the Hon’ble National

Company Law Tribunal, Bench at Ahmedabad [“NCLT”] has sanctioned the Scheme of Arrangement between Adani Power Limited [the “Transferor Company”] and its subsidiary company, Adani Power (Mundra) Limited [the “Transferee Company”] and their respective shareholders and creditors [the “Scheme”] pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. A certified copy of the Order sanctioning the Scheme was issued to the Company by the NCLT on 10^th November, 2017. The said Scheme has been made effective on 22^nd December, 2017 with appointed date of 31^st March, 2017, on receipt of all the requisite approvals. As per the NCLT Order, sanctioning the Scheme, all the assets and liabilities pertaining to “Mundra Power Generation Undertaking” (i.e. 4620 MW thermal power undertaking) situated at Mundra, Gujarat [hereinafter referred as “De-merged Undertaking”], stand transferred and vested to the Transferee Company, as a going concern on a slump exchange basis. Also, pursuant to the Scheme, the Company transferred the balances of assets, liabilities and components of reserves and surplus (including accumulated losses) pertaining to De-merged Undertaking. Hence, the previous year figures are not comparable with the current year.

3. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the Company’s dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review.

4. MATERIAL CHANGES AND COMMITMENTS:

The material change which has occurred between the end of financial year of the company and the date of this report is as under:

The Hon’ble Central Electricity Regulatory Commission

(“CERC”), after hearing submissions by Gujarat Urja Vikas Nigam Limited (“GUVNL¹), Adani Power (Mundra) Limited (“APMuL¹), and consumer representatives, issued its Order dated 12^th April, 2019 adopting the Supplemental Power Purchase Agreements (“PPAs”) with revised tariffs retrospectively from 15^th October 2018.

Subsequently, APMuL has claimed the differential fuel cost of Rs. 929 crores from GUVNL for the power supplied from 15^th October, 2018 to 31^st March, 2019. GUVNL has already released 50% payment of Rs. 418 crores on 30^th April, 2019.

On 6^th April, 2019, the Company has been awarded the Letter of Intent (“LOI”) for M/s. Korba West Power Company Limited (“KWPCL¹), a company undergoing insolvency resolution process under the Insolvency and Bankruptcy Code, 2016 (“Code”). The Committee of Creditors of KWPCL has approved the Resolution Plan submitted by the Company. The said LOI has been issued to the Company by the Resolution Professional appointed by the Hon’ble National Company Law Tribunal, Bench at Ahmedabad (the “NCLT”)

The closure of the transaction shall be subject to obtaining the necessary approval from the NCLT, and satisfaction of the conditions precedent under the resolution plan.

KWPCL owns and operates a 600 MW thermal power plant in Raigarh District, Chhattisgarh. Successful acquisition and implementation of the resolution plan for acquisition of KWPCL will consolidate APLs position as India’s leading private sector thermal power producer, with a combined thermal power capacity of 11,040 MW. Further, this reaffirms APLs credential in development & operation of Greenfield projects, and also successfully turning around brownfield acquisitions.

5. KEY DEVELOPMENTS:

Adani Power (Mundra) Limited

Pursuant to the recommendations of the High Powered Committee set up by the Government of Gujarat to find resolution to the issues faced by power plants affected by high imported coal prices, Adani Power (Mundra) Ltd. [“APMuL’] signed Supplemental Power Purchase Agreements [“PPA”], being amendments to the PPAs (Bid-01 for 1,000 MW signed 6^th February 2007, and Bid-02 for 1,000 MW signed 2^nd February 2007) signed with Gujarat Urja Vikas Nigam Ltd. [“GUVNL’], in respect of the 4,620 MW power plant at Mundra, Gujarat.

The amendments effected under the Supplemental PPAs, inter alia, allow revision in the Energy Charges under the respective PPAs on account of changes in the imported price of fuel being used for supply of power, subject to the terms and conditions contained therein. Further, the amendments increase the power generation capacity tied up under the PPAs by approx. 200 MW for Bid-01 and 234 MW for Bid-02, resulting in revised capacities of 1,200 MW and 1,234 MW respectively. At the same time, the amendments also allow for a discount of Rs. 0.20 / kWh in the Fixed Capacity Charge under the respective PPAs to the extent of the original capacities of 1,000 MW each, in order to provide relief to the end consumers.

The GUVNL, after the signing of the Supplemental PPAs, filed a petition with the Central Electricity Regulatory Commission [“CERC”] for approval of the amendments and adoption of tariffs.

The Hon’ble Appellate Tribunal for Electricity (“APTEL¹) has, vide its Order dated 13^th May 2018, approved the claim of Carrying Cost on relief pertaining to Change in Law for Taxes & Duties for imported coal. The Hon’ble Supreme Court has also endorsed the claim of Carrying Cost vide its Order dated 25^th February 2019.

The CERC has also approved, vide its Order dated 11^th March 2019, Carrying Cost over Change in Law relief for domestic coal shortfall pertaining to the PPA signed by APMuL with Haryana DISCOMs.

Adani Power Maharashtra Ltd.

The Hon’ble Maharashtra Electricity Regulatory Commission [“MERC”], vide its Order dated 7^th March, 2018, had granted compensation to Adani Power Maharashtra Ltd. [“APML”] related to Change-in-law for domestic coal shortfall for 2500MW capacity of its power plant at Tiroda, Maharashtra, for the period up to March 2017, which has been tied up in long term PPAs with the Maharashtra Electricity Distribution Co. Ltd. [“MSEDCL”]. APML had raised a total claim of Rs. 2,821 crores on the basis of this Order, out of which MSEDCL has paid Rs. 1,400 crores on ad-hoc basis during FY 2018-19.

Further, the MERC has announced another Order on 7^th February 2019, allowing compensation under change in law for domestic coal shortfall for period beyond March 2017, along with carrying cost.

APML has also received various positive orders for considering change in law relief from the date of commencement of supply for all the change in law reliefs, as well as various Orders allowing carrying cost on such change in law claims.

Adani Power Rajasthan Ltd.

The Hon’ble Rajasthan Electricity Regulatory Commission [“RERC”] gave an Order for compensation under Change in Law for domestic coal shortfall pertaining to the 1,200 MW PPA signed by Adani Power Rajasthan Ltd. [“APRL”] with Rajasthan DISCOMs [“Power Procurers”]. APRL had, on the basis of this Order, raised a claim of Rs. 5,130 crores on Rajasthan DISCOMs, which was challenged by the Power Procurers in the Appellate Tribunal for Electricity [“APTEL’] and the Supreme Court. The Hon’ble Supreme Court has ordered the payment of 50% of the claimed amount on a provisional basis, pending the outcome of the Appeal at APTEL. APRL has received Rs. 2,398 crores from Rajasthan DISOMs during FY 2018-19 on this behalf.

6. FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

7. SUBSIDIARY COMPANIES AND ITS FINANCIAL PERFORMANCE:

Your Company has total 9 direct and indirect subsidiaries as on 31^st March, 2019.There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW. Plant Load Factor (“PLF”) for the year was 59%. The Mundra Power Plant contributed Rs. 12,252.20 crores towards the total consolidated revenue and Rs. 2,458.28 crores towards the consolidated EBIDTA. APMuL had Rs. 1,046.71 crores Comprehensive Loss during the year.

- Adani Power Maharashtra Limited [APML]:

APML’s Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 75%. The Tiroda Power Plant contributed Rs. 10,096.71 crores towards the total consolidated revenue and Rs. 2,704.27 crores towards the consolidated EBIDTA. APML had Rs. 190.79 crores Comprehensive Profit during the year.

- Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 66%. The Kawai Power Plant contributed Rs. 4,144.84 crores towards the total consolidated revenue and Rs. 1327.57 crores towards the consolidated EBIDTA. APRL had Rs. 79.24 crores comprehensive profit during the year.

- Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 50%.The Udupi Power Plant contributed Rs. 3,511.18 crores towards the total consolidated revenue and Rs. 992.95 crores towards the consolidated EBIDTA. UPCL had Rs.124.66 crores comprehensive profit during the year.

Subsidiary companies acquired:

In order to consolidate Power business across the group under one entity, for focused attention, better regulatory compliance, reduce operational cost and strengthen the sustainability of the businesses, the Company has acquired entire stake of following subsidiaries from Adani Enterprises Limited -

1. Adani Power Dahej Limited

2. Pench Thermal Energy (MP) Limited (Earlier known as Adani Pench Power Limited)

3. Kutchh Power Generation Limited

8. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http:// www.adanipower.com/investors/financials.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review:

Ms. Nandita Vohra, Independent Director of the Company, had resigned from the Board of Directors of the Company with effect from 14^th August, 2018. Board places on record the deep appreciation for valuable services and guidance provided by her during the tenure of her Directorship;

Ms. Gauri Trivedi was appointed as an Additional Director (Non-Executive Independent Director) of the Company, with effect from 24^th October, 2018.

Mr. Rajat Kumar Singh had resigned as Chief Financial Officer of the Company with effect from close of business hours of 29^th May, 2019.

The Board of Directors on recommendation of Nomination and Remuneration Committee & Audit Committee appointed Mr. Suresh Jain as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 30^th May, 2019.

Mr. Raminder Singh Gujral was appointed as an Independent Directors of the Company for a period of five years upto August, 2020. The Board of Directors on recommendation of Nomination and Remuneration Committee has re-appointed him as an Independent Directors for a second term of five consecutive year upto August, 2025, subject to approval of members at the ensuing Annual General Meeting. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act and SEBI Listing Regulations.

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

Director retiring by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vneet S Jaain (DIN: 00053906) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board recommends the appointment/ re-appointment of above Directors for your approval.

Brief details of Directors proposed to be appointed/ re-appointed as required under Regulation 36 of the SEBI Listing Regulations are provided in the Notice of Annual General Meeting.

Independent Directors’ Meeting

The Independent Directors met on 5^th March, 2019, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2019 and of the loss of the Company for the year ended on that date;

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

d. That the annual financial statement have been prepared on a going concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. That proper system to ensure compliance with the provisions of all applicable laws including the compliance of applicable Secretarial Standards were in place and were adequate and operating effectively.

11. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

12. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://www.adanipower.com/investor/ investordownload

13. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Directors are responsible for laying down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. As per Section 134(5) (e) of the Companies Act, 2013, the Directors’ Responsibility Statement shall state the same.

Your Company has put in place strong internal control systems and best in class processes commensurate with its size and scale of operations.

There is a well-established multidisciplinary Management

Audit & Assurance Services (MA&AS) that consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year, across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operations and key processes risks.

Some Key Features of the Company’s internal controls system are:

- Adequate documentation of Policies & Guidelines.

- Preparation & monitoring of Annual Budgets through monthly review for all operating & service functions.

- MA&AS department prepares Risk Based Internal Audit scope with the frequency of audit being decided by risk ratings of areas / functions. Risk based scope is discussed amongst MA&AS team, functional heads / process owners / CEO & CFO. The audit plan is formally reviewed and approved by Audit Committee of the Board.

- The entire internal audit processes are web enabled and managed on-line by Audit Management System.

- The Company has a strong compliance management system which runs on an online monitoring system.

- The Company has a well-defined delegation of power with authority limits for approving revenue & capex expenditure which is reviewed and suitably amended on an annual basis

- The Company uses ERP system (SAP) to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

- Apart from having all policies, procedures and internal audit mechanism in place, Company periodically engages outside experts to carry out an independent review of the effectiveness of various business processes.

- Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

The Audit Committee of the Board of Directors regularly reviews execution of Audit Plan, the adequacy & effectiveness of internal audit systems, and monitors implementation of internal audit recommendations including those relating to strengthening of company’s risk management policies & systems.

14. RISK MANAGEMENT:

Company’s Risk Management Framework is designed to help the organisation to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalised strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritisation and

3) Risk Mitigation

Following review mechanism is in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

- Review Compliance to Risk Policy, Resolve bottlenecks to mitigate risk. Advise the Board of Directors on risk tolerance and appetite.

- Prioritise risk from stations / departments, track mitigation plan and escalate to steering committee. Prepare Steering Committee document and co-ordinate meeting.

- Review and update risk list. Track mitigation plan and share status update with CRO every month. Share Risk Review document with CRO.

Once risks have been prioritised, comprehensive mitigation strategies are defined for each of the prioritised risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management & leadership.

All associated frameworks (risk categorisation & identification); guidelines & practices (risk assessment, prioritisation and mitigation) and governance structure have been detailed out in the “Risk Management Charter” and approved by the Board of Directors.

15. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report for the year ended 31^st March, 2019 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

16. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related party which are material as per Regulation 23 of the SEBI Listing Regulations and the details of the said transactions are provided in the Annexure to Notice of the Annual General Meeting.

17. AUDITORS & AUDITORS’ REPORT: Statutory Auditors:

M/s. S R B C & Co. LLP (324982E/E300003), Chartered Accountants, the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 26^th Annual General Meeting of the Company to be held in the calendar year 2022. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for financial year 2019-20.

Explanation to Auditors’ Comment:

The Auditors’ Qualification has been appropriately dealt with in Note No. 39 and 42 of the Notes to the standalone audited financial statements and in Note No. 42 of the Notes to the consolidated audited financial statements. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31^st March, 2020. The Cost Audit Report for the year 2017-18 was filed before the due date with the Ministry of Corporate Affairs.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies

Act, 2013 and the rules made thereunder, M/s. Chirag Shah & Associates, Practicing Company Secretaries, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2018-19 is annexed, which forms part of this report, as Annexure - B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

18. AWARDS, CERTIFICATIONS AND ACCREDITATIONS:

In FY 2018-19, your Company’s wholly owned subsidiary Company namely Adani Power Rajasthan Limited has obtained:

Srishti Environment Award 2018 - Recognition for best Environment Management practices.

19. CORPORATE GOVERNANCE

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices, a Certificate from practicing Company Secretary regarding compliance of mandatory requirements thereof are given as an annexure to this report.

In compliance with Corporate Governance requirements as per the Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

20. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management discussion and Analysis is provided as a separate section in the Annual Report

21. SUSTAINABILITY & CORPORATE SOCIAL RESPONSIBILITY (S & CSR) Our CSR Philosophy:

The CSR agenda is planned in consultation with the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

The inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The CSR agenda is subsequently deliberated upon and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Karnataka, Chhattisgarh, Jharkhand and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalised communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and equitable development of the community.

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development. We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed, which forms part of this Report. The updated CSR policy is available on the website of the Company at http://www.adanipower. com/investor/investordownload

22. DISCLOSURES

A. NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (five) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. COMMITTEES OF BOARD:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure-A.

D. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at http://www.adanipower. com/investors/investor-download

E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees, investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

G. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure - D.

H. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against woman at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

J. OTHER DISCLOSURES AND REPORTING

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP or any other scheme.

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

K. POLICIES

During the year under review, the Board of Directors of the Company has amended / approved changes in Sustainability & Corporate Social Responsibility policy; Nomination and Remuneration Policy of Directors, Key Managerial Personnel and Other Employees; Policy for determining Material Subsidiaries; Related Party Transaction Policy; Vigil Mechanism / Whistle Blower Policy; Code of Conduct for Board of Directors and Senior Management of the Company; Material Events Policy; Website Content Archival Policy and Code of internal procedures and conduct for regulating, monitoring and reporting of Trading by Insiders to comply with the recent amendments in the Companies Act, 2013 and SEBI Regulations. Accordingly, the updated policies are uploaded on website of the Company at https://www.adanipower.com/ investors/investor-download.

L. Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

23. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: 29^th May, 2019 (DIN: 00006273)

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Mar 31, 2018

Dear Shareholders,

The Directors present herewith the 22^nd Annual Report along with the audited financial Statements of your Company for the financial year ended 31^st March, 2018.

1. Financial Performance

The Financial highlight is depicted below:

Rs.in Crores

Particulars	Consolidated Results		Standalone Results
	2017-18	2016-17	2017-18	2016-17
Revenue from Operations	20,611.04	22,615.51	8,249.26	10,868.11
Other Income	482.39	418.96	334.79	735.22
Total Income	21,093.43	23,034.47	8,584.05	11,603.33
Operating and Administrative expenses	14,919.81	16,643.86	7,245.93	9,610.68
Operating Profit before Interest, Depreciation and Tax	6,173.62	6,390.61	1,338.12	1,992.65
Depreciation and Amortisation Expense	2,698.72	2,672.36	860.67	1,120.72
Profit before finance costs and exceptional items	3,474.90	3,718.25	477.45	871.93
Finance Costs	5,570.23	5,901.73	2,008.07	3,101.56
Exceptional Items	-	4,076.69	(1,506.85)	3,907.94
(Loss) before tax	(2,095.33)	(6,260.17)	(23.77)	(6,137.57)
Tax Expense	(5.15)	(86.07)	-	(83.23)
(Loss) for the year before share of (loss) from associate	(2,090.18)	(6,174.10)	(23.77)	(6,054.34)
Net share of (loss) from associate	(29.18)	-	-	-
(Loss) for the Year	(2,119.36)	(6,174.10)	(23.77)	(6,054.34)
Other Comprehensive Income	4.34	3.97	3.74	1.63
Total Comprehensive (Loss) for the year	(2,115.02)	(6,170.13)	(20.03)	(6,052.71)
Surplus brought forward from previous year	-	-	-	-
Balance available for appropriation	(2,115.02)	(6,170.13)	(20.03)	(6,052.71)
Balance carried to Balance Sheet	(2,115.02)	(6,170.13)	(20.03)	(6,052.71)

2. Performance Highlights:

Consolidated:

The key aspects of your Company’s consolidated performance during the financial year 2017-18 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2017-18 stood at RS.21,093.43 crores as against RS.23,034.47 crores for FY 2016-17, showing a decrease of 8.43%. The revenue is lower in FY 2017-18, mainly due to reduction in quantum of power sold.

Your Company has sold 48.01 billion units of electricity during FY 2017-18 as against 60.19 billion units in FY 2016-17 from all the plants, with decrease in Plant Load Factor (PLF) from 70% in the previous year to 55% in the year 2017-18.

b) Operating and Administrative Expenses

The consolidated Operating and Administrative Expenses of RS.14,919.81 crores during FY 2017-18 have decreased by 10.36% from RS.16,643.86 crores in FY 2016-17. They mainly consist of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of Operating and Administrative Expenses to total revenue has decreased to 70.73% in FY 2017-18 from 72.26% in FY 2016-17.

c) Depreciation and Amortization Expenses

The consolidated Depreciation and Amortization Expenses of RS.2,698.72 crores during FY 2017-18 have increased by 0.99% from RS.2,672.36 crores in FY 2016-17.

d) Finance Costs

The consolidated Finance Costs of RS.5,570.23 crores during FY 2017-18 have decreased by 5.62% from RS.5,901.73 crores in FY 2016-17. The reduction was largely on account of mark to market gains on currency derivatives.

e) Exceptional Item

The consolidated exceptional item for the previous year includes reversal of Compensatory Tariff (CT) of RS.3,619.49 crores and other receivables of RS.457.20 crores

f) Total Comprehensive Loss for the year

Consolidated total Comprehensive Loss for the year was RS.2,115.02 crores as compared to total Comprehensive Loss of RS.6,170.13 crores in FY 2016-17.

Stand alone:

During the year, the Hon’ble National Company Law Tribunal, Bench at Ahmedabad [“NCLT”] has sanctioned the Scheme of Arrangement between Adani Power Limited [the “Transferor Company”] and its subsidiary company, Adani Power (Mundra) Limited [the “Transferee Company”] and their respective shareholders and creditors [the “Scheme”] pursuant to the provisions of Sections 230232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. A certified copy of the Order sanctioning the Scheme was issued to the Company by the NCLT on 10^th November, 2017. The said Scheme has been made effective on 22^nd December, 2017 with appointed date of 31^st March, 2017, on receipt of all the requisite approvals. As per the NCLT Order, sanctioning the Scheme, all the assets and liabilities pertaining to “Mundra Power Generation Undertaking” (i.e. 4620 MW thermal power undertaking) situated at Mundra, Gujarat [hereinafter referred as “De-merged Undertaking”], stand transferred and vested to the Transferee Company, as a going concern on a slump exchange basis. Also, pursuant to the Scheme, the Company transferred the balances of assets, liabilities and components of reserves and surplus (including accumulated losses) pertaining to Demerged Undertaking. Hence, the previous year figures of standalone financial results are not comparable with the current year.

3. Dividend:

In view of the loss incurred during the financial year 2017-’18, your Directors do not recommend any Dividend on Equity Shares for the year under review.

4. Material Changes and Commitments:

The material change which has occurred between the end of financial year of the company and the date of this report is as under:

Maharashtra Electricity Regulatory Commission (MERC) in its order dated 19^th April, 2018 has allowed Adani Power Maharashtra Limited (APML), compensation for Change in Law events under clause 13 of the PPA in lieu of the Lohara Coal Block. Based on this order, APML has recognized the claim in the books as per methodology given in the order, as against relief accounted for as Change in Law based on earlier order of MERC dated 5^th May, 2014.

5. Key Developments:

1. Pursuant to the Order of the Hon’ble Supreme Court dated 11^th April, 2017, in the matter pertaining to Compensatory Tariff in Adani Power (Mundra) Limited [“APMuL’], the Central Electricity Regulatory Commission (“CERC”) was directed to determine the relief for various Change In Law events under clause 13 of Power Purchase Agreement (PPA). Subsequent to above, based on the petition filed by APMuL, in case of PPA with Haryana Discoms, the CERC, vide its interim order dated 28^th September, 2017, directed that pending the issue of final order for compensation, Haryana Discoms shall pay 75% of the relief claimed by APMuL, subject to adjustment based on final order.

2. The Hon’ble National Company Law Tribunal, Bench at Ahmedabad [“NCLT”] has sanctioned the Scheme of Arrangement between Adani Power Limited [the “Transferor Company”] and its subsidiary company, Adani Power (Mundra) Limited [the “Transferee Company”] and their respective shareholders and creditors [the “Scheme”] pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder. A certified copy of the Order sanctioning the Scheme was issued to the Company by the NCLT on 10^th November, 2017. The said Scheme has been made effective from 22^nd December, 2017 with appointed date of 31^st March, 2017, on receipt of all the requisite approvals. As per the NCLT Order sanctioning the Scheme, all the assets and liabilities pertaining to “Mundra Power Generation Undertaking” (i.e. 4620 MW thermal power undertaking) situated at Mundra, Gujarat, stand transferred and vested to the Transferee Company, as a going concern on a slump exchange basis.

3. Adani Power Rajasthan Limited [“APRL”] and Adani Power Maharashtra Limited [“APML’] have been allowed additional coal linkage by Coal India Limited under Scheme for Harvesting and Allocating Koyla (Coal) Transparently in India [“SHAKTI”].

4. The Company’s wholly owned subsidiary Adani Power (Jharkhand) Limited (APJL) has signed a long term Power Purchase Agreement (PPA) on 5^th November 2017 with the Bangladesh Power Development Board for a net capacity of 1496 MW for supply of power for 25 years. APJL has also signed an Implementation Agreement with the Government of Bangladesh and Power Grid Company of Bangladesh. Power supply under the PPA will be made from a new 1600 MW (2 x 800 MW) Ultra-supercritical, coal based power plant to be set up by APJL at Godda, Jharkhand. The first 800 MW unit of the plant is proposed to achieve commercial operations within 50 months of the PPA signing date, and the second 800 MW unit within four months thereafter. All relevant clearances and permissions for setting up the project have been obtained, and land acquisition is currently in progress.

6. Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with rules made there under.

7. Subsidiary Companies and its Financial Performance:

Your Company has total 6 direct and indirect subsidiaries as on 31^st March, 2018.There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power (Mundra) Limited [APMuL]: APMuLs Mundra Power Plant has a total installed capacity of 4,620 MW. PLF for the year was 64%. The Mundra Power Plant contributed RS.9,747.87 crores towards the total consolidated revenue and RS.1,684.90 crores towards the consolidated EBIDTA. APMuL had RS.1,694.07 crore Comprehensive Loss during the year.

- Adani Power Maharashtra Limited [APML]: APMLs Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 62%. The Tiroda Power Plant contributed RS.7,007.91 crores towards the total consolidated revenue and RS.2,725.01 crores towards the consolidated EBIDTA. APML had RS.60.04 crore Comprehensive Profit during the year.

- Adani Power Rajasthan Limited [APRL]: APRLs Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 54%. The Kawai Power Plant contributed RS.2,654.54 cr. towards the total consolidated revenue and RS.737.39 cr. towards the consolidated EBIDTA. APRL had RS.467.29 cr. comprehensive loss during the year.

- Udupi Power Corporation Limited [UPCL]: UPCLs Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 56%.The Udupi Power Plant contributed RS.2,942.30 cr. towards the total consolidated revenue and RS.904.07 cr. towards the consolidated EBIDTA. UPCL had RS.25.09 cr. comprehensive profit during the year.

8. Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013, read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.adanipower.com/investors/financials.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower. com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

9. Directors and Key Managerial Personnel:

During the year under review:

Mr. C. P. Jain, Independent Director of the Company, had resigned from the Board of Directors with effect from 3^rd February, 2018. The Board places on record the deep appreciation for valuable services and guidance provided by him during the tenure of his Directorship.

Mr. Mukesh Shah had been appointed as an Additional Director (Non-Executive Independent Director) of the Company, with effect from 31^st March, 2018.

Mr. Vinod Bhandawat had resigned as Chief Financial Officer of the Company with effect from close of business hours of 31^st January, 2018.

The Board appointed Mr. Rajat Kumar Singh as Chief Financial Officer and Key Managerial Personnel of the Company with effect from 1^st February, 2018.

Mr. Rajesh S. Adani (DIN: 00006322) had been reappointed as Managing Director of the Company for a period of three years with effect from 1^st April, 2018, subject to approval of shareholders of the Company as proposed in the Notice of the Annual General Meeting to be held on 6^th August, 2018.

Mr. Vneet S Jaain (DIN: 00053906) had been reappointed as Whole-time Director of the Company for a period of three years with effect from 14^th May, 2018, subject to approval of shareholders of the Company as proposed in the Notice of the Annual General Meeting to be held on 6^th August, 2018.

Director retiring by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, has shown his willingness for reappointment. The Board recommends the appointment of Mr. Rajesh S. Adani as Director of the Company retiring by rotation.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances that may affect their status as Independent Director during the year.

The Independent Directors met on 22^nd March 2018, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

10. Directors’ Responsibility Statement:

Pursuant to clause (c) of sub-section (3) and subsection (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2018 and of the loss of the Company for the year ended on that date;

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

d. that the annual financial statement have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. Board Evaluation:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://www.adanipower.com/investor/ investordownload

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the NonIndependent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

12. Policy on Directors’ Appointment and Remuneration:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at http://www.adanipower.com/investor/ investordownload

13. Internal Financial Control (IFC) System and their Adequacy:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

14. Risk Management:

Company’s Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework to ensure a holistic, mutually exclusive and collectively exhaustive allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism is in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

- Review Compliance to Risk Policy, Resolve bottlenecks to mitigate risk. Advise the Board of Directors on risk tolerance and appetite.

- Prioritise risk from stations / departments, track mitigation plan and escalate to Steering Committee. Prepare Steering Committee document and co-ordinate meeting.

- Review and update risk list. Track mitigation plan and share status update with Chief Risk Officer (CRO) every month. Share Risk Review document with CRO.

Once risks have been prioritized, comprehensive mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the Site Champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & practices (risk assessment, prioritization and mitigation) and governance structure have been detailed out in the “Risk Management Charter” and approved by the Board of Directors.

15. Business Responsibility Report:

The Business Responsibility Report for the year ended 31^st March, 2018 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

16. Related Party Transactions:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on http://www.adanipower. com/investors/investor-download. All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013.

During the year, your Company has entered into a transaction with Adani Power Maharashtra Limited, wholly owned subsidiary, details of the said transaction are provided in Form AOC-2, as annexed to this report as Annexure - B.

17. Auditors & Auditors’ Report:

Statutory Auditors:

M/s. S R B C & Co. LLP (324982E/E300003), Chartered Accountants, the Statutory Auditors of the Company have been appointed as Statutory Auditors of the Company by the Members of the Company till the Conclusion of 26^th Annual General Meeting of the Company to be held in the calendar year 2022. The appointment of the said statutory auditor is required to be ratified by the Members of the Company at the ensuing Annual General Meeting. Your Company has received letter from M/s. S R B C & Co. LLP, Chartered Accountants, to the effect that their appointment, if made would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment. The Board recommends the ratification of Statutory Auditors by the members.

Explanation to Auditors’ Comment:

The Auditors’ Qualification has been appropriately dealt with in Note No. 40 of the Notes to the standalone audited financial statements and in Note No. 31 of the Notes to the consolidated audited financial statements. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31^st March, 2019. The Cost Audit Report for the year 2016-17 was filed before the due date with the Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, Mr. Chirag Shah, Practicing Company Secretary, had been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed, which forms part of this report, as Annexure - C. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company,

18. Awards, Certifications and Accreditations:

In FY 2017-18, your Company has obtained:

- ISO 9001:2015- Certification for Quality Management System by TuV, Nord Germany

- ISO 14001:2015- Certification for Environment Management System by TuV, Nord Germany

- OHSAS 18001:2007- Certification for Occupational Health & Safety Assessment System by TuV, Nord Germany

- Power Awards 2017 - Recognition and appreciation of the contributions by UPCL for meeting almost 12% of total power requirement of Karnataka, by Government of Karnataka

- IPPAI Power Awards 2017 - The Most Innovative Young Power Professional by IPPAI (Independent Power Producers Association of India) at the 18^th Regulators & Policymakers Retreat

- Finalist - Asia Sustainability Reporting Awards(ASRA) 2017 - Recognition for best sustainability reporting in Asia by CSR Works International with support of British Chamber of Commerce and High Commission of Canada at Singapore.

- Srishti Environment Award 2018 - Recognition for best Environment Management practices by Srishti Publications

19. Corporate Governance

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance. A report on the Corporate Governance practices and the Auditors’ Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

20. Management Discussion and Analysis

A detailed report on the Management Discussion and Analysis is provided as a separate section in the Annual Report

21. Sustainability & Corporate Social Responsibility (S & CSR)

Our CSR Philosophy:

The CSR agenda is planned in consultation with the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

Inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The CSR agenda is subsequently deliberated upon and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Karnataka, Chhattisgarh, Jharkhand and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and equitable development of the community.

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development. We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed, which forms part of this Report. The CSR policy is available on the website of the Company at http://www.adanipower. com/investor/investordownload

22. Secretarial Standards

The Company complies with all applicable secretarial standards.

23. Disclosures

A. Number of Board Meetings:

The Board of Directors met 6 (Six) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

B. Committees of Board:

Details of various committees constituted by the Board of Directors, as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, are given in the Corporate Governance Report and forms part of this report.

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as Annexure - A.

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at http://www.adanipower. com/investors/investor-download

E. Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to loans, guarantees, investments or security are not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company’s future operations.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time, is annexed to this Report as Annexure - E.

H. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - D.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company, If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has constituted Internal Complaints Committees at various locations as per requirement of the Act which are responsible for redressal of complaints relating to sexual harassment against women at workplace. During the year under review, there were no complaints pertaining to sexual harassment against women.

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under ESOP or any other scheme.

4. Neither the Managing Director nor the Wholetime Director of the Company has received any remuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

For and on behalf of the Board of Directors

Gautam S. Adani

Place: Ahmedabad Chairman

Date: 3^rd May, 2018 (DIN: 00006273)

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Mar 31, 2017

Dear Shareholders,

The Directors present herewith the 21^st Annual Report along with the audited financial Statements of your Company for the financial year ended 31^st March, 2017.

1. Financial Performance

The Financial highlight is depicted below:

(RS, in crores)

Particulars	Consolidated Results		Standalone Results
	2016-17	2015-16	2016-17	2015-16
Revenue from operations	22,783.82	25,532.17	11,017.97	12,875.27
Other Income	418.96	201.58	735.22	522.73
Total revenue	23,202.78	25,733.75	11,753.19	13,398.00
Operating and Administrative expenses	16,812.17	16,730.04	9,760.54	9,348.95
Operating Profit before Interest, Depreciation and Tax	6,390.61	9,003.71	1,992.65	4,049.05
Depreciation and Amortization expenses	2,672.36	2,665.82	1,120.72	1,137.26
Profit before finance costs and exceptional items	3,718.25	6,337.89	871.93	2,911.79
Finance Costs	5,901.73	5,963.17	3,101.56	2,951.19
Exceptional Item	4,076.69	-	3,907.94	-
Profit /(Loss) before tax	(6,260.17)	374.72	(6,137.57)	(39.40)
Tax expenses	(86.07)	(176.08)	(83.23)	(135.94)
Net Profit / (Loss)	(6,174.10)	550.80	(6,054.34)	96.54
Other Comprehensive Income	3.97	30.97	1.63	20.36
Total Comprehensive (Loss) / income for the year	(6,170.13)	581.77	(6,052.71)	116.90
Surplus brought forward from previous year	-	-	-	-
Balance available for appropriation	(6,170.13)	581.77	(6,052.71)	116.90
Balance carried to Balance Sheet	(6,170.13)	581.77	(6,052.71)	116.90

2. Indian Accounting Standards (Ind AS)

Your Company has adopted Indian Accounting Standards ("Ind AS”) with effect from 1^st April 2016 with the transition date of 1^st April 2015. Accordingly, the Financial Statements for the year ended 31^st March 2017 have been prepared in accordance with Ind AS on the historical cost basis except for certain financial instruments that are measured at fair values. The Financial Statements for the year ended 31^st March 2016 have been restated to comply with Ind AS to make them comparable.

Your Company has adopted Ind AS pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and duly prescribed under section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies

(Indian Accounting Standards) Amendment Rules, 2016 with effect from 1^st April 2016. The MCA notification also mandates Ind AS applicability to subsidiary Companies and hence the Company along with its subsidiaries have prepared and reported financial statements under Ind AS including consolidated Financial Statements of the Group.

A description of the transition to Ind-AS and its impact on Company''s and Group''s net profit and equity has been provided in the respective financial statements,

3. Performance Highlights

Consolidated:

The key aspects of your Company''s consolidated performance during the financial year 2016-17 are as follows:

a) Revenue

The consolidated total revenue of your Company for FY 2016-17 stood at RS,23,202.78 crores as against RS,25,733.75 crores for FY 2015-16 showing a decrease of 10%. The revenue is lower in FY 2016-17 mainly due to no recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter and also due to reduction in quantum of power sold.

Your Company has sold 60.19 billion units of electricity during FY 2016-17 as against 64.62 billion units in FY 2015-16 from all the plants with decrease in Plant Load Factor (PLF) from 76% in the previous year to 70% in FY 2016-17.

b) Operating and Administrative Expenses

The consolidated operating and administrative expenses of RS,16,812.17 crores during FY 2016-17 which has increased marginally by 0.49% from RS,16,730.04 crores in FY 2015-16. It mainly consists of expenses in nature of fuel cost, employee benefits expense, transmission expense, repairs and maintenance etc.

The percentage of operating and administrative expenses to total revenue has increased to 72% in FY 2016-17 from 65% in FY 2015-16, largely due to increase in fuel cost and non-recognition of CT.

c) Depreciation and Amortization Expenses

The consolidated depreciation and amortization Expenses of RS,2672.36 crores during FY 2016-17 which has increased by 0.26% from RS,2665.82 crores in FY 2015-16.

d) Finance Costs

The consolidated finance costs of RS,5,901.73 crores during FY 2016-17 which has decreased by 1% from RS,5963.17 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores

f) Total Comprehensive (Loss) / Income for the year Consolidated total comprehensive loss for the year was RS,6170.13 crores as compared to total comprehensive profit of RS,581.77 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

Standalone:

The key aspects of your Company''s standalone performance during the financial year 2016-17 are as follows:

a) Revenue

The total revenue of your Company for FY 2016-17 was RS,11,753.19 crores as against RS,13,398.00 crores for FY 2015-16 showing a decrease of 12% on account of lower sale of units of 27.56 billion units from 30.29 billion units and due to non-recognition of Compensatory Tariff (CT) for Mundra plant, pursuant to the judgment by the Hon''ble Supreme Court in the matter.

b) Operating and Administrative Expenses

The operating and administrative expenses of RS,9,760.54 crores during FY 2016-17 which has increased by 4.41% from RS,9,348.95 crores in FY 2015-16. The percentage of operating and administrative expenses to revenue has increased to 83% in FY 2016-17 from 70% in FY 2015 16, largely due to increase in imported coal prices and transmission and other expenses.

c) Depreciation and Amortization Expenses

The depreciation and amortization expenses of RS,1,120.72 crores during FY 2016-17 has decreased by 1% from RS,1,137.26 crores in FY 2015-16.

d) Finance Costs

The finance costs of RS,3,101.56 crores during FY 2016-17 which has increased by 5% from RS,2,951.19 crores in FY 2015-16.

e) Exceptional Item

Exceptional item for the year includes reversal of CT of RS,3,619.49 crores and other receivable of RS,457.20 crores.

f) Total Comprehensive (Loss) / Income for the year

Total comprehensive loss for the year was RS,6052.71 crores as compared to total comprehensive profit of RS,116.90 crores in FY 2015-16. This is mainly due to CT reversal of earlier periods and non-recognition of CT for the current year.

The detailed financial and operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Report, which forms part of this Report.

4. Dividend

In view of the loss incurred during the financial year 2016-''17, your Directors do not recommended for any dividend on Equity Shares for the year under review,

5. Material Changes and Commitments

The material change which has occurred between the end of financial year of the Company and the date of this report is as under:

The Hon''ble Supreme Court in the ongoing matter of Compensatory Tariff, vide its order dated 11^th April, 2017 has set aside the order of APTEL and ruled that the promulgation of Indonesian regulation is neither Force Majeure nor Change in Law as per the terms of PPA and hence, does not entitle Company to CT. Further, the order also held that the non-availability of domestic coal due to Change in Policy or Change in Law, in force in India, constitute Change in Law as per the terms of PPA. The Hon''ble Supreme Court directed the CERC to determine the relief under clause 13 of PPA. The Company has filed a petition with CERC to ascertain the relief that may be available to the Company.

6. Preferential Allotments

Allotment of Equity Shares on Preferential basis upon conversion of Warrants:

"During the financial year 2016-''17, the Company has issued and allotted 523,000,000 Warrants at a price of H32.54 (including premium of H22.54 per Warrant) per Warrant to promoter group entities convertible into equivalent number of Equity Shares on preferential basis in accordance with and in terms of the provisions of Sections 39, 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws. All these Warrants were converted into equivalent number of Equity Shares during the year under review.

7. Fixed Deposits

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

8. Subsidiary Companies and Its Financial Performance

Your Company has total 6 direct and indirect subsidiaries as on 31^st March, 2017. There has been no material change in the nature of the business of the subsidiaries.

The Financial performance of the key subsidiaries is as under:

- Adani Power Maharashtra Limited (APML): Adani Power''s Tiroda Power Plant has a total installed capacity of 3,300 MW. PLF for the year was 61%. The Tiroda plant contributed RS,6,494.77 crores towards the total consolidated revenue, RS,2,410.87 crores towards the consolidated EBIDTA. APML Rs,ad RS,217.24 crores comprehensive loss during the year.

- Adani Power Rajasthan Limited (APRL): Adani Power''s Kawai Power Plant has a total installed capacity of 1,320 MW. PLF for the year was 72%. The Kawai plant contributed RS,4,012.65 crores towards the total consolidated revenue, RS,1,277.99 crores towards the consolidated EBIDTA and RS,14.83 crores comprehensive profit during the year,

- Udupi Power Corporation Limited (UPCL): Adani Power''s Udupi Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 75%. The Udupi plant contributed RS,3,328.44 crores towards the total consolidated revenue, RS,1,181.15 crores towards the consolidated EBIDTA and RS,45.26 crores comprehensive profit during the year,

9. Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at http://www.adanipower.com/investors/ financials,

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. The separate audited financial statements in respect of each of the subsidiary companies are also available on the website of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited financial statements of each of its subsidiaries, are available on our website, www.adanipower.com. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Report.

10. Directors and Key Managerial Personnel

During the year under review, there has been no change in the Board of Directors and Key Managerial Personnel of the Company.

Directors retire by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani (DIN: 00006273) retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, has shown his willingness for reappointment.

The Board recommends the re-appointment of above Director for your approval.

Independent Directors and their Meeting

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors met on 27^th May, 2017, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

11. Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statement, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2017 and of the loss of the Company for the year ended on that date;

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

d. that the annual financial statement have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper system to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.

12. Board Evaluation

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman, the Non Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

13. Policy on Directors'' Appointment and Remuneration

The Nomination and Remuneration Committee of the Company based on the needs of the Company and enhancing the competencies of the Board is selecting a candidate for appointment to the Board. The current policy is to have a balanced mix of executive and non-executive independent directors to maintain the independence of the Board and separate its function of Governance and Management. The Board of Directors at present comprises of 6 Directors, of which 4 are nonexecutive including 1 women director. The number of Independent Directors is 3, which is one half of the total number of Directors.

As required under Section 178(3) of the Companies Act, 2013, the policy of the Company on Directors'' appointment, including criteria for determining qualifications, independence of a Director, positive attributes and other matters, is governed by the Nomination and Remuneration Policy. The remuneration paid to the Directors is in accordance with the Remuneration Policy of the Company,

The Company''s policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company at http://www.adanipower.com/ investors/investor-download.

14. Internal Financial Control (IFC) System and their Adequacy

The Directors are responsible for laying down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. As per Section 134(5)(e) of the Companies Act, 2013, the Directors'' Responsibility Statement shall state the same.

Your Company has adopted the IFC framework as guidance for ensuring adequate controls and its effectiveness within the Company. The process of assessment of IFC would require setting up of an internal controls function in the organization. IFC Steering Committee evaluates the design and operating effectiveness of the IFC framework. The framework also focuses on internal controls over financial reporting (ICFR) that are put in place to develop and maintain reliable financial data, and to accurately present the same in a timely and appropriate manner. The framework refers to the policies and procedures adopted by the Company for ensuring orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, timely preparation of reliable financial information.

The IT controls provide reasonable assurance of achieving the control objectives related to the processing of financial information within the computer processing environment. IT controls ensures appropriate functioning of IT applications and systems built by the organization to enable accurate and timely processing of financial data. Your Company deploys best in class applications and systems which streamline business processes, to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

The Company has adequate and effective internal financial control in place which is being periodically evaluated. The Company has put in place strong internal control systems and best in class processes commensurate with its size and scale of operations. Internal financial control is a continuous process operating at all levels within the Company

The ICFR is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting principles and policies & procedures,

During the year, your Company has also carried out testing of controls at various areas of operation so as to ensure effectiveness of the internal financial control across the Organization,

A well-established multidisciplinary Management Audit & Assurance Services consists of professionally qualified accountants, engineers and SAP experienced executives which carries out extensive audit throughout the year,

across all functional areas and submits its reports to Management and Audit Committee about the compliance with internal controls and efficiency and effectiveness of operation and key processes and risks. Some key features of the Company''s internal controls system are:

i. Adequate documentation of policies & guidelines.

ii. Preparation & monitoring of Annual Budgets through monthly review for all operating & service functions.

iii. Management Audit department prepares Risk Based Internal Audit (RBIA) Scope with the frequency of audit being decided by risk ratings of areas / functions. Risk based scope is mutually accepted by various functional heads / process owners / CEO & CFO.

iv. The entire internal audit processes are web enabled and managed on-line by Audit Management System (AMS).

v. The Company has a strong Compliance Management System which runs on an online monitoring system.

vi. Company has a well-defined Delegation of Power with authority limits for approving revenue & capex expenditure.

vii. Company uses ERP system to record data for accounting, consolidation and management information purposes and connects to different locations for efficient exchange of information.

viii. Internal Audit is carried out in accordance with auditing standards to review design effectiveness of internal control system & procedures to manage risks, operation of monitoring control, compliance with relevant policies & procedure and recommend improvement in processes and procedure.

15. Risk Management

Company''s Risk Management Framework is designed to help the organization to meet its objective through alignment of the operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The Risk Management Framework institutionalized strives to ensure a holistic, mutually exclusive and collectively exhaustive, allocation of risks by identifying risks relating to key areas such as operational, regulatory, business and commercial, financial, people, etc. Using this framework we aim to achieve key business objectives, both in the long term and short term, while maintaining a competitive advantage.

A standard 3-step approach has been defined for risk management -

1) Risk Identification

2) Risk Assessment & Prioritization and

3) Risk Mitigation

Following review mechanism are in place for periodic review of the compliance to the risk policy and tracking of mitigation plans.

- Review Compliance to Risk Policy, Resolve bottlenecks to mitigate risk. Advise the Board of Directors on risk tolerance and appetite.

- Priorities risk from stations / departments, track mitigation plan and escalate to steering committee.

Prepare Steering Committee document and coordinate meeting.

- Review and update risk list. Track mitigation plan and share status update with CRO every month. Share Risk

Review document with CRO,

Once risks have been prioritized, comprehensive mitigation strategies are defined for each of the prioritized risks. These strategies take into account potential causes of the risk and outline leading risk mitigation practices. In order to ensure the efficacy of this approach, a robust governance structure has also been set in place. Clear roles and responsibilities have been defined at each level right from the site champion to the APL management & leadership.

All associated frameworks (risk categorization & identification); guidelines & practices (risk assessment, prioritization and mitigation) and governance structure have been detailed out in the "Risk Management Charter” and approved by the Board of Directors,

16. Business Responsibility Report

The Business Responsibility Report for the year ended 31^st March, 2017 as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed which forms part of this Report.

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated

a Policy on Related Party Transactions which is also available on http://www.adanipower.com/investors/ investor-download. All Related Party Transactions are placed before the Audit Committee for review and approval of the Committee on a quarterly basis. Also the Company has obtained prior omnibus approval for Related Party Transactions occurred during the year for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arm''s length.

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the details of said transactions are provided in the Notice of the Annual General Meeting.

18. Auditors & Auditors'' Report

Statutory Auditors:

As per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants, has been appointed as Statutory Auditors for a period of three years in the 18^th Annual General Meeting (AGM) of the Company held on 09.08.2014, until the conclusion of the 21^st Annual General Meeting of the Company. Accordingly, the Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, holds office till the conclusion of the ensuing Annual General Meeting of the Company,

After evaluation of the Country''s leading Auditing Firms, the Board of Directors has identified and recommended the appointment of M/s. S R B C & Co. LLP (324982E/ E300003), Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 years (subject to ratification by members at every Annual General Meeting if required under the prevailing law at that time), to hold office from the conclusion of the 21^st Annual General Meeting until the conclusion of the 26^th Annual General Meeting of the Company. S R B C & Co. LLP is a part of the S. R. Batliboi & affiliates network of audit firms established in 1914 and registered with the Institute of Chartered Accountants of India. All the constituent firms of S.R. Batliboi are member firms in India of Ernst & Young Global Limited (E&Y).

M/s. S R B C & Co. LLP, Chartered Accountants, have expressed their willingness to be appointed as Statutory Auditors of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, their appointment as Statutory Auditors of the Company from the conclusion of the 21^st Annual General Meeting until the conclusion of the 26^th Annual General Meeting of the Company, is placed for your approval,

Explanation to Auditors'' Comment:

The Auditors'' Qualification has been appropriately dealt with in Note No. 32 of the Notes to the consolidated audited financial statements. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

Cost Auditors:

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 100497) to conduct audit of cost records of the Company for the year ended 31^st March, 2018. The Cost Audit Report for the year 2015 16 was filed before the due date with the Ministry of Corporate Affairs.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made there under, the Company had appointed Mr. Chirag Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 201617 is annexed, which forms part of this report as Annexure

- B. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

19. Awards and Recognitions

During FY 2016-17, your Company has obtained:

- ISO 50001 Certification for Energy management System by TuV, Nord Germany;

- JUSE 5S Certification for Work Place management System by JUSE, which is first ever in the group;

- QCFI: Quality Leadership Award (Private Sector) - 2016 given on the recommendations from QCFI representatives and the data of the respective organization, and the contribution of Chief Executives from various Private Sector Organizations practicing Quality Concepts at 30^th National Convention on Quality Concepts;

- 5S case study in Competition at National Conclave on 5S Quality Circle Forum of India.( Highest Level of

Recognition)

20. Corporate Governance

Your Company has complied with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding Corporate Governance forms part of this AR along with the required Certificate from a Practicing Company Secretary regarding compliance of the condition of the Corporate Governance as stipulated under the said regulations.

21. Management Discussion and Analysis

A detailed report on the management discussion and analysis report forms part of this, provided as a separate section in the Annual Report.

22. Sustainability & Corporate Social Responsibility (S & CSR)

Our CSR Philosophy:

The S & CSR agenda is planned in consultation with the community through a systematic independent need assessment, as well as through a Participatory Rural Appraisal (PRA).

The inputs are then taken from an Advisory Committee, including senior members from the Adani Foundation and eminent personalities from the field.

The S & CSR agenda is subsequently deliberated upon and after careful consideration, then processed by our leadership in consultation with Adani Foundation.

Community Engagement and Development:

We approach community care with the same zeal and efficiency as we approach our business. We make strategic long-term investments which yield life-long positive change to the communities around us. We have a committed implementation team to carefully choose and craft initiatives in alignment with current and future needs of the nation.

We focus on a holistic socio-economic development of the local communities around our plant operations. We believe in positive relationships that are built with constructive engagement which enhances the economic, social and cultural well-being of individuals and regions connected to our activities. We continuously engage in dialogues, consultation, coordination and cooperation with community members to improve our sustainability performance and reduce business risks.

Implementation through Adani Foundation:

We initially started working with communities in and around Mundra, Gujarat, and slowly expanded our operations in the states of Gujarat, Maharashtra, Rajasthan, Himachal Pradesh, Madhya Pradesh, Chhattisgarh and Odisha. We are aligning our philosophy with Sustainable Development Goals in order to ensure that the lives of the marginalized communities are substantially improved.

The comprehensive aim of the Foundation is to enhance the living conditions of the communities in which our operations are based. Our CSR always gives prime importance to inclusive growth and equitable development of the community,

We ensure that all our initiatives are successfully adopted by the community by ensuring their active involvement in the process of development. We carry out internal as well as external impact assessment of the community projects.

The Annual Report on CSR activities and initiatives on Sustainability Reporting are annexed which forms part of this Report. The CSR policy is available on the website of the Company

23. Disclosures

A. Number of Board Meetings:

The Board of Directors met 5 (five) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate

Governance Report which forms part of this Report.

B. Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 are given in the Corporate

Governance Report and forms part of this report,

C. Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as

Annexure - A,

D. Vigil Mechanism / Whistle Blower Policy

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and Directors to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of the Company at htto:// www.adanipower.com/investors/inve stor-download

E. Particulars of Loans, Guarantees or Investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in the business of providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investments made during the year under review are disclosed in the financial statements.

F. Significant and Material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company:

It is described in the section on "Material changes and commitments” herein above.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

H. Particulars of Employees

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report, as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

I. Prevention of Sexual Harassment at Workplace:

As per the requirement of the provisions of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment,

J. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to

employees of the Company under ESOP or any other scheme;

4. Neither the Managing Director nor the Whole-time Director of the Company has received any remuneration or commission from any of its subsidiaries.

24. Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services,

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Place : Ahmadabad Chairman

Date : 27^th May, 2017 (DIN: 00006273)

---

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present the 19th Annual Report along with the audited accounts of your Company for the financial year ended 31st March, 2015.

Financial Performance:

The financial highlight is depicted below: (Rs.in crores) Consolidated Results Particulars 2014-15 2013-14

Income from operations 18,823.73 15,463.90

Other Income 241.41 231.43

Total revenue 19,065.14 15,695.33

Operating & Administrative expenses 13,664.36 10,870.60

Operating Profit before Interest, Depreciation 5,400.78 4,824.73 and Tax

Depreciation / Amortization 1,818.19 1,937.47

Profit /(Loss) before finance costs and 3,582.59 2,887.26

exceptional items

Interest and Financial Charges 4,863.53 4,162.16

Exceptional Item 16.85 -

Profit /(Loss) before tax (1,297.79) (1,274.90)

Provision for Tax (including Deferred Tax) - (1,078.99)

Net Profit / (Loss) before Minority Interest (1,297.79) (195.91)

Add/ (Less) share of Minority Interest - -

Net Profit / (Loss) for the year after Minority (1,297.79) (195.91)

Interest

Surplus brought forward from previous year - -

Balance available for appropriation (1,29779) (195.91)

Profit / (Loss) after Tax (1,297.79) (195.91)

Profit/(Loss) after tax from discontinuing 482.16 (94.64)

operations

Profit / (Loss) from Total Operations (815.63) (290.55)

Balance carried to Balance Sheet 815.63 (290.55)



Particulars Standalone Results 2014-15 2013-14

Income from operations 10,624.61 10,852.58

Other Income 412.40 621.25

Total revenue 11,037.01 11,473.83

Operating & Administrative expenses 8,162.57 7,274.62

Operating Profit before Interest, 2,874.44 4,199.21 Depreciation and Tax

Depreciation / Amortization 881.37 1,187.83

Profit /(Loss) before finance costs and 1,993.07 3,011.38 exceptional items

Interest and Financial Charges 2,497.62 3,338.59

Exceptional Item (211.87) -

Profit /(Loss) before tax (292.68) (327.21)

Provision for Tax (including Deferred Tax) - (1,060.63)

Net Profit / (Loss) before Minority Interest (292.68 733.42

Add/ (Less) share of Minority Interest (292.68) 733.42

Net Profit / (Loss) for the year after Minority Interest (292.68) 733.42

Surplus brought forward from previous year - -

Balance available for appropriation (292.68 733.42 Profit / (Loss) after Tax (292.68 733.42

Profit/(Loss) after tax from discontinuing 224.05 138.16 operations

Profit / (Loss) from Total Operations (68.63) 595.26

Balance carried to Balance Sheet (68.63) 595.26

Performance Highlights:

Consolidated:

The consolidated total revenue of your Company for FY 2014-15 stood at Rs. 19,791.44 crores as against Rs. 16,005.38 crores for FY 2013-14 (including revenue from discontinuing operations of Rs. 726.30 crores for FY 2014-15 and Rs. 310.05 crores for FY 2013-14) showing an increase of 24%.

The EBIDTA (before exceptional items but including discontinuing operations) increased by 17% from Rs. 5,210.86 crores in FY 2013-14 to Rs. 6,082.98 crores in FY 2014-15. Increase in EBIDTA is on account of increase in revenue.

Consolidated Net Loss for the year increased from Rs. 290.55 crores in FY 2013-14 to Rs. 815.63 crores in FY 2014-15.

During the year, the Company (alongwith subsidiaries) emerged as largest private power producer with installed capacity of 9240 MW. The Company also set a record in power generation by achieving full load of 4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on 31st March, 2015, have been prepared in accordance with the relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Clause 41 of the Listing Agreement and provisions of the Companies Act, 2013 and form part of this Annual Report.

The detailed operational performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of this Report.

Standalone:

The total revenue of your Company for FY 2014-15 stood at Rs. 11,037.01 crores as against Rs. 11,769.44 crores for FY 2013-14 (including revenue from discontinuing operations of Nil for FY 14-15 and Rs. 295.61 crores for FY 2013-14) showing a decrease of 6%.

The EBIDTA (before exceptional items but including discontinuing operations) decreased by 35% from Rs. 4,444.46 crores in FY 2013-14 to Rs. 2,874.44 crores in FY 2014-15.

Net Profit/(loss) for the FY 2014-15 stood at Rs. (68.63) crores from Rs. 595.26 crores in FY 2013-14.

Dividend:

In view of accumulated losses, your Directors have not recommended any dividend on Equity Shares for the year under review.

Material Changes and Commitments:

No material changes and commitments have occured between the end of financial year of the company and the date of this report affecting the financial position of the company as at 31st March, 2015.

A) Key developments during the financial year:

Demerger of transmission business:

The Scheme of Demerger of transmission line business of Adani Power Limited (APL or the Company) and Adani Power Maharashtra Limited (APML) into another Wholly Owned Subsidiary of the Company viz. Adani Transmission (India) Limited (ATIL) was approved by the Hon'ble High Court of Gujarat vide its order dated 26th September, 2014 which has come into effect on 12th January, 2015 upon receipt of requisite approvals of regulatory authorities. As per the said scheme of demerger, your Company had received 10,00,00,000 Equity Shares of Rs. 10/- each of ATIL.

Subsequent to the approval of the Board of Directors and Shareholders through postal ballot process, your Company has divested its 90.91% equity investment held in Adani Transmission (India) Limited (subsidiary of the Company) to Adani Transmission Limited (wholly owned subsidiary of Adani Enterprises Limited) at an aggregating value of ' 311.92 crores determined on the basis of independent valuation report. Adani Transmission (India) Limited ceased to be a subsidiary of the Company w.e.f. 4th March, 2015.

B) Key developments between the end of the financial year and the date of this report:

i. Demerger of Power Undertaking of Adani Enterprises Ltd. with the Company:

During the year under review, the Board of Directors at its meeting held on 30th January, 2015 had approved the Composite Scheme of Arrangement between Adani Enterprises Limited (AEL) and Adani Ports and Special Economic Zone Limited (APSEZ) and Adani Power Limited (the Company) and Adani Transmission Limited (ATL) and Adani Mining Private Limited (AMPL) and their respective shareholders and creditors for demerger of the diversified businesses of its parent company, AEL including demerger of the Power Undertaking of AEL and the shareholding of AEL into the Company. The rational for demerger of Power Undertaking from AEL to the Company are as under:

a. To enable independent focus of management in varied businesses.

b. To facilitate vertical integration for the Company by housing similar business under single identified entities thereby facilitating the management to efficiently exploiting any opportunities for each of the businesses.

c. To provide the companies with opportunities for independent collaboration and expansion without committing the existing organization in its entirety.

d. To create enhanced value for shareholders by allowing more concentrated strategy in operations.

e. To facilitate varied class of investors to separately hold investments in each of such identified businesses with different characteristics thereby enabling them to opt for investment which would best suit their investment strategies and risk profiles.

The shareholders of the Company have approved the above Composite Scheme of Arrangement by Postal Ballot and Court Convened Meeting, the result of which was announced on 20th April, 2015.

The said Composite Scheme of Arrangement was approved by the Hon'ble High court of Gujarat vide its order dated 7th May, 2015.

ii. Acquisition of Udupi Power Corporation Limited (UPCL)

Pursuant to receipt of all necessary consents and approvals, your Company has acquired 100% stake of Udupi Power Corporation Limited (UPCL) on 20th April, 2015 at an enterprise value of Rs. 6,300 Crores.

iii. Share Purchase Agreement - Korba West Power Company Limited (KWPCL)

Your Company has executed a share purchase agreement with the owners of Korba West Power Company Limited (KWPCL) for acquisition of 100% stake in KWPCL which owns a 600 MW Coal based thermal power plant in state of Chhattisgarh.

Fixed Deposits:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

Non-Convertible Debentures:

During the year under review, your Company has issued 1000 Rated, Unlisted, Redeemable, Non-Convertible Debentures of face value of Rs. 1,00,00,000 each aggregating to Rs. 1000 crores issued on a private placement basis.

Particulars of loans, guarantees or investments:

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company as the Company is engaged in providing infrastructural facilities and is exempted under Section 186 of the Companies Act, 2013. The details of investment made during the year under review are disclosed in the financial statements.

Subsidiaries, Joint Ventures and Associate Companies:

Your Company has four (direct and indirect) subsidiaries as on 31st March, 2015.

1) Adani Power Maharashtra Limited (APML)

2) Adani Power Rajasthan Limited (APRL)

3) Adani Power Resources Limited (erstwhile Adani Transmission (Maharashtra) Limited) [Company holds 50%, APML holds 30% & APRL holds 20%]

4) Adani Power (Karnataka) Limited

During the year under review, the following changes have taken place in Subsidiary / Joint Venture Companies:

A. The Company has acquired Udupi Power Corporation Limited (UPCL), a 1200 MW power plant based on imported coal from Hyderabad based - Lanco Infratech Limited on 20th April, 2015. With this acquisition, Adani Power's installed capacity has increased to 10,440 MW.

B. Adani Power (Karnataka) Limited (APKL) was incorporated as Wholly Owned Subsidiary of the Company.

C. In order to consolidate transmission lines business across the Group under one entity, the Board of Directors of the Company had approved the divestment of its investment held in Adani Transmission (India) Limited (ATIL) to Adani Transmission Limited (ATL), a Wholly Owned Subsidiary of Adani Enterprises Limited (AEL) based on the Independent Valuation Report. The said divestment was approved by the shareholders by way of postal ballot on 20th February, 2015. Accordingly, the entire Equity Shares of ATIL as held by the Company had been transferred to ATL and hence ATIL ceased to be subsidiary of the Company w.e.f. 4th March, 2015.

D. Adani Power Resources Limited has become a subsidiary of your Company as per the definition of "subsidiary" as given in Section 2(87) of the Companies Act, 2013 w.e.f. 21st January, 2015.

E. Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to clause 41 of the Listing Agreement, the Company had prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statements of subsidiaries, joint ventures and associates in Form AOC-1 are forming part of the Annual Report.

F. The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept open for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. The separate audited financial statement in respect of each of the subsidiary companies is also available on the website of the Company. Details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report which forms part of this Annual Report.

Directors and Key Managerial Personnel:

Mr. B.B. Tandon (DIN: 00740511) retired w.e.f. 1st February, 2015.

Ms. Nandita Vohra (DIN: 06962408) was appointed as an Additional Director of the Company w.e.f. 30th March, 2015 to hold office up to the ensuing Annual General Meeting. Your Company has received notice from a member proposing her appointment as Director of the Company. The Board welcomes her and looks forward to her valued contribution to your Company.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Ms. Nandita Vohra is appointed as Woman Independent Director to hold office as per her tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting of the Company.

The tenure of Mr. Vneet S Jaain, Executive Director of the Company will expire on 13th May, 2015. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 11th May, 2015 recommended and approved the re-appointment of Mr. Vneet S Jaain as an Executive Director of the Company for a further period of three years i.e. upto 13th May, 2018, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. B.B. Tandon, Mr. Vijay Ranchan and Mr. C.P. Jain were appointed as Independent Directors at the Annual General Meeting of the Company held on 9th August, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Act and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh S. Adani (DIN: 00006322) is liable to retire by rotation and being eligible offer himself for re-appointment.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

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

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Number of Board Meetings:

The Board of Directors met 6 (six) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

Independent Directors' Meeting:

The Independent Directors met on 26th March, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Policy on Directors' appointment and remuneration:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company.

Internal Financial control system and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

Risk Management:

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

Committees of Board:

Details of various committees constituted by the Board of Directors as per the provisions of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

Sustainability and Corporate Social Responsibility:

The Company has constituted Corporate Social Responsibility (CSR) Committee and has framed a CSR Policy. The said Committee has been renamed as Sustainability & Corporate Social Responsibility Committee (S&CSR). The brief details of S&CSR Committee are provided in the Corporate Governance Report. The Annual Report on CSR activities is annexed which forms part of this Report. The CSR policy is available on the website of the Company.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

The Business Responsibly Report for the year ended 31st March, 2015 as stipulated under Clause 55 of Listing Agreement is annexed which forms part of this Report.

Prevention of Sexual Harassment at Workplace:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in Form MGT 9, is annexed to this Report as Annexure - A.

Related Party Transactions:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per Clause 49 of the Listing Agreement and the details of said transactions are provided in the Notice of the Annual General Meeting.

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

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

Insurance:

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Auditors & Auditors' Report:

M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No.: 117365W), the Statutory Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Your Company has received letter from M/s. Deloitte Haskins & Sells, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made thereunder and that they are not disqualified for such appointment.

Your Directors recommend the re-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 21st AGM of the Company to be held in the calendar year 2017.

Audit Qualification:

The Auditors Qualification has been appropriately dealt in Note No. 36 of the Standalone Financial Statements and is self-explanatory.

Cost Auditors:

Your Company has appointed M/s K. V. Melwani & Associates, Cost Accountants (Firm Regi. No. 100497) to conduct audit of cost records of the Company for the year ended 31st March, 2016.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Chirag Shah, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for FY 2014-15 is annexed, which forms part of this report as Annexure - B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

Information Technology: An enabler for Growth:

Your Company continues to pioneer usage of innovative and modern IT solutions to drive the operations in an efficient and effective manner. Your Company deploys best in class applications and systems which streamline business processes, to improve performance and reduce costs. These systems provide seamless integration across modules and functions resulting into strong MIS platform and informed decision-making by the Management.

Awards & Recognitions:

During the year under review, your Company had won the following awards:

1. 5S Certification conferred by Quality Circle Forum of India for 5S implementation.

2. Top Plant - Coal Category conferred by Power Magazine.

3. Gold Medal - Best Lean Quality Circle Team conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

4. Gold Medal - Best 5S Team conferred by Quality Circle Forum of India for ground performance and application of the universally acclaimed and accepted principle of the 5S Concept.

5. Bronze Medal - Best Quality Circle Team conferred by Quality Circle Forum of India for the ground

performance and application of the universally acclaimed and accepted principle of the quality

Management.

6. Excellent category awards for technical paper presentation conferred by Quality Circle Forum of India for Technical Paper Presentation on 5S.

7. Distinguish award - Best Quality Circle Case presentation conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

8. Par Excellent award - Best Lean Circle Team conferred by Quality Circle Forum of India for the ground

performance and application of the universally acclaimed and accepted principle of the quality

Management.

9. Par Excellent award - Best 5S Circle conferred by Quality Circle Forum of India for the ground performance and application of the universally acclaimed and accepted principle of the quality Management.

Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure - C.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel. For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani Date : 11th May, 2015 Chairman (DIN: 00006273)

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Eighteenth Annual Report alongwith the audited accounts of your Company for the Financial Year ended on 31st March, 2014.

Financial Highlights: ( Rs. in Crores)

Standalone Consolidated

Particulars FY 13-14 FY 12-13 FY 13-14 FY 12-13

Revenue from operations 10,714.43 6,332.98 15,768.08 6,779.36

Other income 590.13 535.11 186.32 190.65

Total revenue 11,304.56 6,868.09 15,954.40 6,970.01

Operating & Administrative expenses 8,608.16 6,526.29 13,313.94 7,109.43

Profit/(Loss) before finance costs and exceptional items 2,696.40 341.80 2,640.46 (139.42)

Finance Costs 3,023.61 1,645.41 4,010.00 1,702.86

Exceptional Item (income) - 51.59 - 24.06

Profit/(Loss) Before Tax (327.21) (1,252.02) (1,369.54) (1,818.22)

Tax (including Deferred Tax ) (1,060.63) 458.32 (1,078.99) 476.79

Profit/(Loss) After Tax 733.42 (1,710.34) (290.55) (2,295.01)

Profit/(Loss) after tax from discontinuing

operations* (138.16) (241.69) - -

Profit/(Loss) from Total Operations 595.26 (1,952.03) - -

* Refer Note 36 of financial statements for discontinuing operations.

Financial Performance:

Standalone:

The total revenue of your Company for FY 2013-14 stood at Rs. 11,600.17 Crores (including revenue from discontinuing operations of Rs. 295.61 Crores) as against Rs. 6,868.09 Crores for FY 2012-13 showing an increase of 69%.

The EBIDTA (before exceptional items and including discontinuing operation) increased by 210% from Rs. 1,332 Crores in FY 2012-13 to Rs. 4,129 Crores in FY 2013-14.

Net Profit for the FY 2013-14 stood at Rs. 595.26 Crores from Rs. (1,952.03) Crores in FY 2012-13.

Consolidated:

The consolidated total revenue of your Company for FY 2013-14 stood at Rs. 15,954.40 Crores as against Rs. 6,970.01 Crores for FY 2012-13 showing an increase of 129%.

The EBIDTA (before exceptional items) increased by 322% from Rs. 1,150.26 Crores in FY 2012-13 to Rs. 4,858.91 Crores in FY 2013-14.

Consolidated Net Loss for the year reduced from Rs. (2,295.01) Crores in FY 2012-13 to Rs. (290.55) Crores in FY 2013-14.

In February, 2014, Central Electricity Regulatory Commission (CERC) passed an order approving compensatory tariff till 31st March, 2013 and recommended a formulae for computation of compensatory tariff beyond 31st March, 2013. The said order states that the Compensatory Tariff till 31st March 2013 aggregating Rs. 829.75 Crores shall be paid to the Company in equal monthly installments over a period of not more than 36 months from the date of the order. The amount of Compensatory Tariff from 1st April, 2013 to 31st March, 2014 shall be paid to the Company in equal monthly instalments over a period of not less than 12 months from the date of the order and the Compensatory Tariff for subsequent periods commencing from 1st April, 2014 shall be paid on a monthly basis based on claims submitted by the Company. Your Directors welcome the order. This step will revive investment cycle in power sector, which had slowed down due to non-remunerative power price under the old PPAs.

During the year, the Company (alongwith subsidiaries) emerged as largest private power producer with installed capacity of 8580 MW. The Company also set a record in power generation by achieving full load of 4620 MW at Mundra power plant.

Consolidated Financial Statements:

The audited consolidated financial statements of your Company as on 31st March, 2014, which form part of the annual report, have been prepared pursuant to Clause 41 of the Listing Agreement entered with the Stock Exchanges, in accordance with provisions of the Companies Act,1956 and the Accounting Standards AS-21 on Consolidated Financial Statements.

Dividend:

In view of accumulated losses, your Directors have not recommended any dividend on equity shares for the year under review.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits within the meaning of Section 58A of Companies Act, 1956 and the rules made thereunder.

Preferential Issue:

During the year under review, the Company made preferential issue of 47,86,50,000 equity shares to Promoter/Promoter group at a premium of Rs. 43.11/- per share. The entire issue proceeds were utilized for repayment of loan raised for Capital Expenditure of Projects of the Company by 30th June, 2013.

Consequent upon preferential issue of shares, the paid up capital of the Company was increased from Rs. 2393,27,21,100/- (239,32,72,110 equity shares of Rs. 10/- each) to Rs. 2871,92,21,100/- (287,19,22,110 equity shares of Rs. 10/- each).

Demerger of transmission business:

The Company and its wholly owned subsidiary i.e. Adani Power Maharashtra Limited have established following transmission lines:

1) /- 500 kv HVDC transmission line of about 990 kms from Mundra, Gujarat to Mohindergarh, Haryana with associated 400 kv lines;

2) 400kv D/C transmission line of about 434 kms from Mundra, Gujarat to Dehgam, Gujarat;

3) 400 kv D/C transmission line of about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.

For better regulatory compliance and efficient and focused management of transmission line business, the Board of Directors approved demerger of transmission line business into a wholly owned subsidiary company. Accordingly, the Board of Directors in its meeting held on 28th December, 2013 approved scheme of arrangement for demerger of transmission line business of the Company and of Adani Power Maharashtra Ltd.

Into its wholly owned subsidiary namely Adani Transmission (India) Limited (earlier Adani Transmission (Gujarat) Limited). The Company has received approval of Stock Exchanges to the said Scheme and process of further approval to the scheme are being carried out.

Subsidiary Companies:

Your Company has 4 subsidiaries (including step down subsidiary) at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Transmission (India) Ltd. (erstwhile Adani Transmission (Gujarat) Ltd.)

4) Adani Transmission (Maharashtra) Ltd. (subsidiary of Adani Power Maharashtra Ltd.)

Adani Power Maharashtra Ltd. (APML): APML is implementing 3300 MW (5x660MW) power project based on supercritical technology at Tiroda, Dist. Gondia, Maharashtra. During the year the Company commissioned 3 x 660 i.e. 1980 MW. With this the total operational capacity at APML is 2640 MW. APML has also commissioned 400 kv D/C transmission line of about 218 kms from Tiroda, Maharashtra to Warora, Maharashtra.

Adani Power Rajasthan Ltd. (APRL): APRL has implemented 1320 MW (2x660MW) power project based on supercritical technology at Kawai, Dist. Baran, Rajasthan. Entire capacity of power project has been commissioned during the year.

During the year, the Company has divested its entire holding in Adani Power Dahej Ltd., Adani Pench Power Ltd., and Kutchh Power Generation Ltd. and transferred it to Adani Enterprises Ltd. (Holding Company of the Company), hence ceased to be subsidiaries of the Company.

During the year, Adani Transmission (India) Ltd., Adani Transmission (Maharashtra) Ltd. (Subsidiary of Adani Power Maharashtra Ltd.) were set up as subsidiaries of the Company.

Pursuant to the General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors'' Report thereon for the Financial Year ended 31st March, 2014 along with the Reports of the Board of Directors of the Company''s subsidiaries have not been annexed. However, as directed by the Ministry of Corporate Affairs, some key information has been disclosed in a brief abstract forming part of this Annual Report.

The annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours, The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholder during working hours at the Company''s registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in Management Discussion and Analysis Report forming part of the Annual Report.

Directors:

The Board comprises of six directors. During the year there has been no change in composition of the Board.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. B. B. Tandon, Mr. Vijay Ranchan and Mr. C. P. Jain as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

In accordance with the provisions of section 149 of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Gautam S. Adani is liable to retire by rotation and being eligible offers himself for re-appointment.

Further, in terms of section 152 of the Companies Act, 2013 your Board recommends for shareholders'' approval, the period of office of Mr. Rajesh S. Adani, Managing Director of the Company, to be liable to determination by rotation.

Brief details of Directors proposed to be appointed / re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Formation of various committees:

Details of various committees constituted by the Board of Directors as per the provision of Clause 49 of the Listing Agreement and Companies Act, 2013 are given in the Corporate Governance Report and form part of this report.

Corporate Social Responsibility:

The details of Corporate Social Responsibility (CSR) carried out by the Company is appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective.

Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

Auditors and Auditors'' Report:

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re- appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

Cost Auditors:

The Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants to conduct audit of cost records of the Company for the year ended 31st March, 2014. The Cost Audit Report for the year 2012-13 was filed before the due date with the Ministry of Corporate Affairs.

Awards & Recognitions:

During the year under review, your Company has been bestowed with prestigious awards as: (1) "Engineering Excellence Award 2013" under the category of ''Jury''s Choice Award-Future ready'' by Engineering Watch (2) "Golden Peacock Occupational Health & Safety Award 2013" for Occupational Helath & Safety by Institute of Directors (3)"Greentech Safety Award 2013 in Platinum Category in Power Sector" for excellence in fire, safety & security by Greentech Foundation and (4) "Safety Innovation Award 2013" for the best and innovative practices in safety by Institution of Engineers.

Particulars of Employees:

The information required under section 217(2A) of the Companies Act, 1956 and the Rules made thereunder, in respect of the employees of the Company, is provided in the Annexure forming part of this Directors Report. In terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining a copy of such particulars may write to the Company Secretary at the Registered office of the Company. The said information is also available for inspection by any member at the Registered Office of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure to the Directors'' Report.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India and other State Governments, financial institutions, banks, shareholders, directors, executives, officers of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

For and on behalf of the Board of Directors

Place : Ahmedabad Gautam S. Adani

Date : 15th May, 2014 Chairman

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Seventeenth Annual Report alongwith the audited accounts of your Company for the financial year ended 31st March, 2013.

Financial Highlights:

The financial highlights of the Company for the year ended 31st March, 2013 is summarized below:

(Rs. in Crores)

Particulars For the year ended For the year ended 31st March, 2013 31st March, 2012

Income from operations 6333 3951

Other Income 535 243

Total Income 6868 4194

Operating & Administrative Expenses 6674 3263

Operating Profit before Interest and Tax 194 931

Finance Costs 1739 935

Profit / (Loss) Before Exceptional Items And Tax (1545) (4)

Exceptional Item 51 -

Profit / (Loss) Before Tax (1494) (4)

Tax Expense (including deferred tax) 458 290

Profit / (Loss) After tax (1952) (294)

* Figures of previous year have been restated.

Operational Highlights:

Your Company together with its subsidiaries is currently developing various power projects with a combined installed capacity of 9,240 MW, out of which 5,940 MW is operational, 3,300 MW is under implementation. Your Company along with its subsidiaries has completed implementation of transmission line projects of about 1,600 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors'' Report.

Dividend:

In view of loss incurred during the year, your Directors have not recommended any dividend on equity shares for the year under review.

Scheme of Amalgamation:

During the year under review, Growmore Trade and Investment Private Limited, Mauritius was amalgamated into the Company in terms of the Scheme of Amalgamation sanctioned by the Hon''ble High Court of Gujarat vide order dated 18th September, 2012. The Scheme of Amalgamation has become effective from the appointed date i.e.1st April, 2011. In view of the said amalgamation, Adani Power Maharashtra Limited has become wholly owned subsidiary of the Company.

Increase in paid up capital :

Pursuant to approval of Scheme of Amalgamation, allotment of 21,32,36,910 shares of the Company was made to shareholder of Growmore Trade and Investment Private Limited, Mauritius and hence the paid up capital of the Company was increased from Rs. 2180,03,52,000/- (218,00,35,200 equity shares of Rs. 10/- each) to Rs. 2393,27,21,100/- (239,32,72,110 equity shares of Rs. 10/- each).

The Promoter Group holding as on date of this report is 70% of the paid up share capital. The Company has proposed to increase the same to 75% by preferential issue of shares to Promoter and/or Promoter Group by passing of special resolution through postal ballot process.

Subsidiary Companies :

Your Company has 5 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Kutchh Power Generation Ltd.

During the year, Mundra Power SEZ Ltd., Adani Power Pte Ltd., Singapore and Adani Power (Overseas) Ltd., UAE have been closed and hence have ceased to be subsidiaries of the Company.

During the year, the Company has divested its entire holding in Adani Shipping Pte Ltd., Singapore. Accordingly, Adani Shipping Pte Ltd., Singapore and its subsidiaries namely Rahi Shipping Pte Ltd., Singapore, Vanshi Shipping Pte Ltd., Singapore, Aanya Maritime Inc., Panama and Aashna Maritime Inc., Panama have ceased to be subsidiaries of the Company.

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2013.

Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the listing agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the Annual Reports of the subsidiary companies will be made available to the shareholders of holding Company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company''s registered office and that of the respective subsidiary concerned.

Fixed Deposits :

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Directors :

- Appointment of an Additional Director:

Mr. C.P. Jain was appointed as an Additional Director w.e.f. 28th November, 2012. Pursuant to Section 260 of Companies Act, 1956 and Article 77 of Articles of Association of the Company, Mr. C.P. Jain holds office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Re-appointment of Managing Director:

Tenure of Mr. Rajesh S. Adani of five years as Managing Director expired on 31st March, 2013. The Board of Directors in their meeting held on 28th January, 2013 re-appointed Mr. Rajesh S. Adani as Managing Director of the Company for further period of five years w.e.f 1st April, 2013 subject to approval of members.

- Resignation of Director:

Mr. Berjis Desai has resigned as a Director of the Company w.e.f. 19th November, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vijay Ranchan and Mr. B. B. Tandon are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company''s business, matters of interest to the investors like financial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Business Responsibility Report:

SEBI, vide its Circular CIR/CFD/DIL/8/2012 dated 13th August, 2012, mandated the top 100 listed entities, based on market capitalisation at BSE and NSE, to include Business Responsibility Report as part of the Annual Report describing the initiatives taken by the companies from Environmental, Social and Governance perspective. Accordingly, the Business Responsibility Report is attached and forms part of the Annual Report.

Auditors and Auditors'' Report:

Your Company''s Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have shown their willingness to accept the office as Statutory Auditors, if reappointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The notes to financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost Auditors to conduct Cost Audit for the year 2013-14 subject to approval of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Corporate Social Responsibility:

The Adani Foundation (AF) is the Corporate Social Responsibility (CSR) arm for the prestigious Adani conglomerate that is committed to attain the betterment of the communities in and around Adani Businesses. With a commitment to improve the lives of the people by fostering sustainable and integrated development of the communities, Adani Foundation is carefully increasing its CSR footprints to cover more families. It reaches to 6 states, more than 175 Villages/Towns/Cities and more than 1,65,000 families; touching lives to make difference. It renders its services in core areas of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development.

Education :

The Foundation works towards improving the quality of education in the Government Schools by upgrading the primary infrastructure facilities, adding value to the teaching process, skill building training to the teachers. The other strategy is to start and run our own schools such as Adani Vidya Mandir- a school with a difference.

Community Health:

Adani Foundation is primarily engaged in improving the quality of health services, through easy accessibility of the services to the community. Committed to "Health for all", the Foundation runs mobile health care units, rural clinics, special projects, variety of health related camps and various need based programs. The Foundation adopts a holistic approach while addressing the key issues and to ensure that the poorest of the poor are covered under the ambit of the health initiatives.

Sustainable Livelihood Development:

The Foundation works towards improving the quality of life of the people by promoting sustainable livelihoods through participatory, community based approaches, ensuring optimum management of the existing resource and broadening the scope of economic opportunities. Special emphasis is given to the marginalized communities such as women in need and fisher folk.

Rural Infrastructure Development:

Developing the rural infrastructure has a direct effect on economic growth and wellness of an area. With the vision to change the face of the rural communities where the group operates, the Foundation has developed rural infrastructures such as approach roads, school buildings, health care facilities, recreational zones like garden, sports ground and water storage tanks. It has particularly focused on developing and harvesting water resources in dry areas such as pond deepening, hand pumps in schools etc.

Health, Safety & Environment (HSE)

The HSE Management System of your Company is given the utmost priority by top management. The management of your Company believes in a system which is top driven, efficient, effective and adheres to the statutory requirements.

Having a well structured set up of Safety function, your Company has been accredited with IS-18001 certification by ''Bureau of Indian Standard'' for its Mundra, Tiroda and Kawai plant, which clearly depicts the robustness of its safety management system.

Your company has well defined processes and system for Safety function which enable us to take all safety measures for minimizing unsafe incidents. Accidents are investigated thoroughly and analyzed for root cause so that re- occurrence can be prevented. As a part of safety management system, a comprehensive Safety manual has been developed for use by operating and safety personnel. SAP module for Safety is commissioned for Mundra and Tiroda site; subsequently same is going to be replicated at Kawai sites. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the Safety performance at regular frequency.

Your Company gives paramount importance to environment. During the year, all the three project sites Mundra, Tiroda and Kawai as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the respective state pollution control boards and the Ministry of Environment and Forests using, amongst other things, technology and state-of-the-art equipment. Your Company has received environmental clearance for all its ongoing projects. Your company has also initiated the process of getting accreditation of Environment Management System as ISO-14001 for our Mundra Plant; subsequently we shall also proceed for this certification for Tiroda and Kawai.

Your Company is deeply committed to sustainable means of conducting its operations. Your Company has established Environment Divisions both at Plant level and corporate level with competent officials who keep a close watch of all environmental parameters at and around the plant site at Mundra and project sites at Tiroda and Kawai.

Maintaining health and productive workforce is a smart strategy of business and promoting health is a proven key in health care practices. Your Company is committed and adhered to same strategy across power business. Our goal is to achieve a balance between an individual capacity against work demand and potential health risk. We educate, motivate and mobilize employee toward healthy life. Management believes in effective and efficient work output at optimum level with highest degree of physical and mental ease. Your Company has also established health policy which reflects mainly on employee assistance program, identification and supervision of vulnerable group, health surveillance, curative health services and highest quality of medical care in rehabilitation. Our health privilege card is a part of our best health support system across country.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1) (b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to the Company .

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with various awards like (1) "National Energy Conservation Award for conservation of energy by Bureau of Energy Efficiency- part of Central Electricity Authority- Ministry of Power (2) "Golden Peacock Occupational Health & Safety Award 2012" for Occupational Health & Safety by Institute of Directors (3) "Greentech Safety Award 2012 in Gold Category in Power Sector" for excellence in fire, safety & security by Greentech Foundation (4) "Safety Innovation Award 2012" for the best and innovative practices in safety by Institution of Engineers (5) IPPAI Award for fastest growing IPP (Thermal) by Independent Power Producer Association of India.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and departments of Government of India, Government of Gujarat, other State Governments, financial institutions, banks, shareholders, directors, executives, officers of the Company etc. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services.

For and on behalf of the Board of Directors

Date: 8th May, 2013 Gautam S. Adani

Place: Ahmedabad Chairman

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Mar 31, 2012

The Directors are pleased to present the Sixteenth Annual Report and the audited accounts for the financial year ended 31st March, 2012.

Financial highlights:

The financial highlights of the Company for the year ended 31st March, 2012 is summarized below:

(Rs in Crores)

Particulars For the year ended For the year ended 31st March, 2012 31stMarch, 2011

Income from operations 3949 2106

Other Income 291 88

Total Income 4240 2194

Operating & Administrative Expenses 3261 1046

Operating Profit before Interest and Tax 979 1148

Financial Charges 788 317

Profit Before Tax 191 831

Exceptional Item 195 8

Profit after exceptional item (4) 823

Provision for tax (including deferred tax) 290 300

Profit / (Loss) After tax (294) 523

Operational Highlights:

Your Company together with its subsidiaries currently has planned six power projects with a combined installed capacity of 16,500 MW, out of which 4,620 MW is operational, 4,620 MW is under implementation and 7,260 MW is at the planning stage. Your Company alongwith its subsidiaries is implementing various transmission line projects of about 3,000 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors' Report.

New Corporate Identity:

During the year under review, new logo of the Adani Group was launched. The brand mark is the signature of our brand identity.

The logo reflects the ambition and ability to absorb various colors of cultures and nationalities. And reflects the ability to dream, the ability to move fast and the ability to achieve.

The logo is the symphony of colors. Symphony of colors of the Adani Group's 3 integrated businesses. Green of resources like coal and oil & gas, Blue of logistics like ports and railways and Orange of Energy like power and gas. The mark is designed to tell the story of integration and acting as one.

Dividend:

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for the year under review.

Subsidiary Companies:

Your Company has 13 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

12) Aanya Maritime Inc, Panama

13) Aashna Maritime Inc, Panama

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, Annual Reports of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2012.

Accordingly, the annual report of the Company contains the consolidated audited financial statements prepared pursuant to clause 41 of the Listing Agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the Annual Reports of the subsidiary companies will be made available to the shareholders of holding company on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Company's registered office and that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Directors:

- Appointment of an Additional Director:

Mr. Berjis Desai and Mr. Vineet Jain were appointed as an Additional Directors w.e.f. 17th September, 2011 and 14th May, 2012 respectively. Pursuant to Section 260 of Companies Act, 1956 and Article 77 of Articles of Association of the Company, Mr. Berjis Desai and Mr. Vineet Jain hold office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying their candidature for the office of the Board of Directors of the Company.

- Appointment of an Executive Director:

Mr. Ravi Sharma and Mr. Vineet Jain were appointed as Executive Directors for a period of three years w.e.f. 14th May, 2012. However, due to resignation of Mr. Ravi Sharma as Director & Executive Director w.e.f Closing hours of 30th June, 2012 he acted as an Executive Director for a period from 14th May, 2012 to 30th June, 2012.

- Resignation of Director:

Mr. Ravi Sharma has resigned as a Whole Time Director w.e.f. closure of working hours of 13th May, 2012. Mr. Ravi Sharma also resigned as Director and Executive Director of the Company w.e.f. Closing hours of 30th June, 2012. Mr. Chinubhai R. Shah resigned as Director w.e.f. 1st July, 2012.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. B. B. Tandon and Mr. Gautam S. Adani are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed alongwith proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of financial statements.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your Company provides additional information related to the Company's business, matters of interest to the investors like financial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors and Auditors' Report:

Your Company's Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. They have shown their willingness to accept the office as Statutory Auditors, if reappointed. Your Company has received a written certificate from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The notes to financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

Cost Auditor:

M/s Kiran J. Mehta & Co., Cost Accountants have been appointed as Cost Auditors to conduct Cost Audit for the year 2012-13 subject to approval of the Central Government.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

Corporate Social Responsibility:

Corporate Social Responsibility has been at the heart of any Business Development by Adani Group of Companies. Adani Foundation was established with a vision to "accomplish passionate commitment to the social obligations towards communities, fostering sustainable and integrated development, thus improving quality of life". The foundation works in the core sectors of Education, Community Health, Sustainable Livelihood Development and Rural Infrastructure Development.

The Adani Group is very conscience about its values. Our commitment in achieving goals as well as our value driven processes are our core strengths. The Group always acts as a responsible Corporate Citizen. Adani Foundation plays a pivotal role in bringing about Sustainable Development in and around its area of operations which spans across six states, eleven districts and more than 165 villages.

Adani Foundation has been in the forefront of Education Sector since its inception. Adani Vidya Mandir, a school set up and managed by Adani Foundation is an innovative experiment to reach out to economically challenged students to have state of art facility along with excellent academic opportunity through Corporate Social Responsibility. Similarly Foundation aims to enhance the quality of Education of the surrounding Communities by reaching out to more than 30,000 young minds through various programmes on Girl Child Education, Promoting Child's Rights and Gender Equality, empowering Village Education/School Management Committee through innovative use of local Education Volunteers. Adani Foundation has been working with three ITI very closely for upgradation under PPP model.

Community Health is another area where our heart is. With our services of mobile health vans, rural clinics, medical and specialty camps at doorstep we reach out to people with basic health care facilities. Adani Foundation has initiated two special Projects namely Kidney Stone Awareness, Identification and Care project under which more than 3500 patients are screened and more than 130 operated and Cashless Health Card Scheme for Senior Citizens from thirty five villages and three Fisher Folk Settlements which has been appreciated by one and all.

Another special project for Fisher Folk of Mundra Taluka was to give them opportunity to get out of the debt trap by support in procuring necessary fishing equipments or fish vending equipments. They have been given "Sankat Mochan" insurance policy too.

With constant social engagement and value driven approaches, we are on humble path to reach to our stake holder groups especially communities in and around our businesses.

Health, Safety & Environment (HSE)

The HSE Management System is at the utmost priority of top management. The management of your Company believes in a system which is top driven, efficient, effective and adheres to the statutory requirements.

Having a well structured set up of HSE function, your Company has been accredited with IS-18001 certification by 'Bureau of Indian Standard' for its Mundra plant, which clearly depicts the robustness of its safety management system. Your Company is also under process of getting accreditation for IS-18001 certification for its Tiroda and Kawai sites.

Your Company has well defined processes and system for HSE function which enable it to take all safety measures for minimizing accidents. Accidents are investigated thoroughly and analyzed for root cause so that re- occurrence can be prevented. As a part of safety management system, a comprehensive HSE manual has been developed for use by operating and HSE personnel. Recently SAP module for HSE is also commissioned for Mundra site; subsequently same is going to be replicated at Tiroda and Kawai sites. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the HSE performance at regular frequency.

Your Company gives paramount importance to environment. During the year, all the three project sites i.e. Mundra, Tiroda and Kawai as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the respective state pollution control boards and the Ministry of Environment and Forests using, amongst other things, technology and state-of-the-art equipment. Your Company is deeply committed to sustainable means of conducting its operations. Your Company has established Environment Divisions both at plant level and at corporate level with competent officials who keep a close watch of all environmental parameters at and around the plant site at Mundra and project sites at Tiroda and Kawai.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure.However, as permitted by section 219 (1) (b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

Awards & Recognitions:

During the year under review, your Company has been bestowed with various awards like "National Award for Meritorious Performance in Power Sector in recognition of outstanding performance during 2010-11 for early completion of TPP" by Ministry of Power, National Quality Excellence Awards 2012 in the category of "Fastest Growing Company" and "Product Development" by Stars of the Industry Group. Your Company has been accredited with "ISO 9001:2008" certification by M/S TUV Nord, for Quality Management System, "IS 18001 certification" from Bureau of Indian Standards for Occupational Health and Safety Management System.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India, Government of Gujarat, other State Governments, financial institution, banks, shareholders, directors, executives, officers of the Company. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date : 2nd July, 2012 Gautam S. Adani

Place: Ahmedabad Chairman

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Mar 31, 2011

The Directors are pleased to present the Fifteenth Annual Report and the audited accounts for the fnancial year ended 31st March, 2011.

Financial highlights:

The fnancial highlights of the Company for the year ended 31st March, 2011 is summarized below:

(Rs. in Crores)

Particulars For the For the

year ended year ended

31st March, 2011 31st March, 2010

Income from operations 2106 435

Other Income 19 6

total Income 2125 441

Operating & Administrative Expenses 1071 226

Operating Proft before Interest and Tax 1054 215

Interest and Financial Charges 230 12

Proft Before Tax 824 204

Provision for tax (including deferred tax) 300 33

Proft After tax 524 171

Surplus brought forward from previous year 168 (3)

Balance carried to Balance sheet 692 168

operational highlights:

Your Company together with its subsidiaries currently has nine power projects with a combined installed capacity of 16,500 MW, out of which 1980 MW has been commissioned, 7260 MW is under implementation and 7260 MW is at the planning stage. Your Company alongwith its subsidiaries is implementing various transmission line projects of about 3,000 km length.

Your Company intends to sell the power generated from these projects under a combination of long term Power Purchase Agreements and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on equity shares for the year under review.

utilization of proceeds of Ipo:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 5th August, 2009 against actual utilization as on 31st March, 2011 is as follows:

(Rs. in Crores)

proceeds received from Ipo 3016.52

objects of the Issue projected Actual utilization Addition/ utilization of IPO till 31.03.11 Deletion proceeds

To part fnance the construction and development of 1153.00 1152.97 (0.03) Mundra Phase IV Power Project for 1,980 MW

Funding equity contribution in Adani Power Maharashtra 1040.00 1040.00 0.00 Ltd. to part fnance the construction & development cost of power project for 1,980 MW at Tiroda, Maharashtra

General corporate purposes 759.00 769.62 10.62

Issue Expenses 64.52 53.93 (10.59)

TOTAL 3016.52 3016.52 0.00

total funds unutilized as at 31st March, 2011 nil

subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd.

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

After 31st March, 2011, Aanya Maritime Inc, Panama and Aashna Maritime Inc, Panama were set up as subsidiaries of the Company.

The Statement pursuant to Section 212(1) (e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of general exemption granted by the Ministry of Corporate Affairs, vide General Circular No. 2/2011 dated 8th February, 2011, copies of the Balance Sheet, Proft & Loss Account, report of the Board of Directors and report of the auditors of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2011.

Accordingly, the annual report of the Company contains the consolidated audited fnancial statements prepared pursuant to clause 41 of the listing agreement and prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India (ICAI).

Further the Company hereby undertakes that the annual accounts of the subsidiary companies and related detailed information will be made available to the shareholders of holding company and subsidiary companies on making request at any point of time. The annual accounts of subsidiary companies will also be kept open for inspection by any shareholder during working hours at the Companys registered offce and that of the respective subsidiary concerned.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certifcate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affrmed the compliance thereto.

Corporate social Responsibility:

Adani Group carries on social welfare activities through a trust namely, "Adani Foundation". The Foundation is active in four major areas:

Education

Community Health

Livelihood Development

Rural Infrastructure Development

Considering the need to bridge gap for requirement of health care services AF have increased one more Mobile Medical Van for Mundra taluka. Now AF treats more than 8000 patients via Mobile Medical Vans and 1500 patients via three Rural Clinics every month.

AF strives to bring about change in quality of life of communities by working through Sustainable Livelihood Activities and providing quality education which otherwise has become unaffordable now a days.

AF also undertakes Skill Development Trainings for specialized services and entrepreneurship for rural youth - men and women. Good number of Youth has been trained in Diesel Engine Repair & Maintenance, Automobile Repair & Maintenance, Beauty Parlor Trainings and Sewing & Garment Making. Many poor & needy women were supported to start their entrepreneurial venture leading them to be self sustainable.

health, safety & environment (hse)

The HSE Management System of your company is top driven, effcient, effective and adheres to the statutory requirements. Top management of company is committed for maintaining highest standard of Health and Safety. Your company also meets all applicable statutory requirements and is committed to environment conservation and prevention of pollution. The need for electricity generation to be clean and safe has never been more obvious. Environmental and health consequences of electricity generation are important issues, alongside the affordability of the power which is produced. Production of electricity from any form of primary energy has some environmental effect and some risk.

Your company has well structured HSE set up for managing HSE functions and issues of the organization. At corporate level the HSE setup is headed by senior executives reporting to CEO and at plant level senior functional head reporting directly to plant head respectively.

Greatest emphasis is given to safety measures for minimizing accidents. Accidents are investigated and analyzed for root cause so that re- occurrence can be prevented. A comprehensive HSE manual has been developed for use by operating and HSE personnel. Specialized Personnel Protective Equipments have been standardized and provided to operating personnel for use in the work areas. Regulatory authorities and government agencies carry out inspection/ audits with an aim for overall improvement in the HSE performance at regular frequency.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. Ravi Sharma was appointed as an Additional Director w.e.f 8th February, 2011 on the Board of the Company. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the Company, Mr. Ravi Sharma holds offce upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the offce of the Board of Directors of the Company.

- Appointment of Whole Time Director:

During the year under review, Mr. Ravi Sharma was appointed as a Whole Time Director for period of fve years w.e.f 8th February, 2011.

- Resignation of Director:

During the year under review, Mr. S. K Tuteja resigned w.e.f 12th February, 2011, Mr. R. K Madan resigned w.e.f 21st March, 2011 and Mr. Ameet H. Desai resigned w.e.f 31st March, 2011.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vijay Ranchan and Mr. Chinubhai R. Shah are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confrm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of Accounts.

3. Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to shareholders:

Your company provides all the information on the Companys business, matters of interest to the investors like fnancial information, investor presentations, press releases, etc. on its website www.adanipower.com.

Insurance:

Assets of your Company are adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold offce until the conclusion of ensuing Annual General Meeting. They have shown their willingness to accept the offce as Statutory Auditors, if appointed. Your Company has received a written certifcate from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

The Notes on accounts as referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations.

particulars of employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1)(b) (iv) of the companies Act, 1956 this annual report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

"Group" For Inter-se transfer of shares:

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising of the "Group" are given in Annexure II attached herewith and forms part of this Annual Report for the purpose of the Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulations 1997.

Clean Development Mechanism (CDM):

As you are aware, your Company has registered its frst two units of 660 MWeach of phase III of Mundra Power Project & two units of 660MW each of Tiroda Power Project with United Nations Framework Convention on Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project. This is the worlds frst project based on Super-critical technology to get registered as CDM Project under UNFCCC.

Awards & Recognitions

Your Company had been bestowed with various awards like "The Most Admired Developer in Power Sector" by KPMG & Infrastructure Todays "Infrastructure Excellence Award 2011" by CNBC TV18 and "Best Corporate in Power Sector" by Infra 2011. Your Company is the only Company in power sector to have received such an award and industry recognition.

Acknowledgement:

Your Directors place on record their appreciation for assistance and co-operation received from various ministries and department of Government of India, Government of Gujarat, other State Governments, fnancial institution, banks, shareholders, directors, executives, offcers of the Company. The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date: 9th May, 2011 Gautam s. Adani

Place: Ahmedabad Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the Fourteenth Annual Report and the Audited Statement of Accounts for the financial year ended 31st March, 2010.

Initial Public Offering:

During the financial year 2009-10, your Company entered the Capital Market with Initial Public Offer (IPO) of 30,16,52,031 equity shares of Rs. 10/- each at a premium of Rs, 90/- per share. Your Companys shares were listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 20th August, 2009. The issue was over subscribed by about 18 times.

Your Directors take this opportunity to thank all the investors for their overwhelming response to the IPO and the confidence reposed by them.

Financial Highlights:

The bird eye view of the summarized financial highlights is depicted below:

Rs. in Lacs

For the year For the year Particulars ended 31st ended 31st March, 2010 March, 2009

Income from operations 43,486.09 --

Other Income 3,192.84 --

Total Income 46,678.93 --

Operating & Administrative Expenses 22,561.65 281.67

Operating Profit before Interest and Tax 24,117.28 (281.67)

Interest and Financial Charges 3,767.03 --

Profit Before Tax 20,350.25 (281.67)

Provision for tax (including deferred tax) 3,270.12 --

Profit after tax 17,080.13 (281.67)

Surplus brought forward from previous year (281.67) --

Balance carried to Balance Sheet 16,798.46 (281.67)

Operational Highlights:

Your Company together with its subsidiaries currently has eight power projects with a combined installed capacity of 13,200 MW, out of which 660 MW has been commissioned, 9900 MW is under implementation and 2640 MW is at the planning stage. Your Company intends to sell the power generated from these projects under a combination of long- term PPAs and on merchant basis.

The detailed Operational Performance of the Company has been comprehensively discussed in the Management Discussion and Analysis Report which forms part of Directors Report.

Dividend:

In order to conserve resources for operational purposes, your Directors do not recommend any dividend on equity shares for the year under review.

Capital:

During the year under review, your company issued 3,64,06,933 shares by way of preferential allotment and 30,16,52,031 equity shares by way of IPO, making total subscribed, issued and paid up equity share capital to Rs. 2180,03,52,000/- divided into 218,00,35,200 equity shares of Rs. 10/- each as on date of this report.

Utilization of Proceeds of IPO:

The statement of projected utilization of the IPO proceeds as per Prospectus dated 5th August, 2009 against actual utilization as on 31st March, 2010 is as follows:

Rs. in Lacs

Proceeds received from IPO 301,652.03

Objects of the Issue Projected Utilization Actual Utilization of IPO proceeds till 31st March, 2010

To part finance the construction and development of Mundra 115,300.00 115,297.00

Phase IV Power Project for 1,980 MW

Funding equity contribution in Adani Power Maharashtra Limited 104,000.00 28,650.00 to part finance the construction and development cost of power project for 1,980 MW at Tiroda, Maharashtra

General corporate purposes 75,900.00 75,895.00

Issue Expenses 6,452.03 5,332.00

TOTAL 301,652.03 225,174.00

Total funds unutilized as at 31st March, 2010 76,478.03

Consolidated Financial Statements:

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard is part of Annual Report.

Subsidiary Companies:

Your Company has 11 subsidiaries at the end of the year which are as follows:

1) Adani Power Maharashtra Ltd. -

2) Adani Power Rajasthan Ltd.

3) Adani Power Dahej Ltd.

4) Adani Pench Power Ltd.

5) Mundra Power SEZ Ltd.

6) Kutchh Power Generation Ltd.

7) Adani Power (Overseas) Ltd., UAE

8) Adani Shipping PTE Ltd., Singapore

9) Adani Power PTE Ltd., Singapore

10) Rahi Shipping PTE Ltd., Singapore

11) Vanshi Shipping PTE Ltd., Singapore

During the year under review, Adani Pench Power Ltd. (earlier known as Adani Power MP Ltd.) was incorporated as wholly owned subsidiary of your company.

During the year under review, your company acquired Kutchh Power Generation Ltd. and Adani Shipping PTE Ltd., Singapore by purchase of all shares of respective companies at face value. Subsequently Adani Shipping PTE Ltd., Singapore incorporated Rahi Shipping PTE Ltd., Singapore and Vanshi Shipping PTE Ltd., Singapore as its wholly owned subsidiary companies.

The Statement pursuant to Section 212(1)(e) of the Companies Act, 1956, containing details of subsidiaries of the Company forms part of the Annual Report.

In terms of approval granted by the Central Government vide tetter no. 47/194/2010-CL-lll dated 23rd March, 2010 under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit & Loss Account, report of the Board of Directors and report of the auditors of each of the Subsidiary Companies have not been attached to the accounts of the Company for the year ended 31st March, 2010. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by the member of the Company/its subsidiaries at the Registered Office of the Company on any working day during business hours.

Fixed Deposits:

During the year under review, your Company has not accepted any deposits from Public under Section 58A of Companies Act, 1956.

Corporate Governance and Management Discussion and Analysis Report:

Your Company has been proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value. A separate report on Corporate Governance compliance and a Management Discussion and Analysts Report as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the required Certificate from the Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

IT System:

To cater to the fast growing IT Infrastructural requirements of the business, the following technological solutions/systems have been implemented:

- Implementation of FOC Network connectivity for entire site.

- Implementation of Video Surveillance system for entire site area. -

- Implementation of IP Based Telecom Infrastructure for unified messaging

- Optimization of SAP ERP system for Procurement & Financial processes for better manageability of data.

- Development of MIS using SAP Bl functionality.

- Development of user friendly Enterprise Portal with Employee Self Services (ESS).

- Implementation of Contractor Labor Management System.

- Implementation of Visitor Management & Health Management Systems

Corporate Social Responsibility:

Your Company has been carrying out community development activities in the villages near the project sites as also in other places in the state of Gujarat through "Adani Foundation".

The Adani Foundation believes that "SUCCESS IS NOT TRUE UNLESS IT IS SHARED". During the year under review, the Company through Adani Foundation has undertaken various activities for socio- economic development of the people and has meaningfully contributed in the fields of literacy, health, sanitation, watershed development, animal husbandry/support in cultural activities and livelihood development. These activities are undertaken in the villages surrounding the Power Plant locations in Gujarat and others parts of Gujarat and Maharashtra.

During the year under review, Adani Foundation organized several camps covering about 56,800 beneficiaries on Health Awareness which include general health checkup camp, multi specialty camp, gynec camp, blood donation camp, HIV testing camp, ThaHesimia Testing etc.

Further, Adani Foundation carried out various projects and activities covering about 55,000 beneficiaries on Education side which includes distribution of school bags & writing kit, science kit & VEC chart, creation of reading corner and health corner, student portfolio, arranging bal mela, celebration of national day, education tour for children, girl child education competition etc.

Water, an essential of life is becoming a scarce commodity day by day. Adani Foundation is also promoting water resource development in coordination with Government of Gujarat in Mundra Taluka by construction of rain water harvesting structures. This will help in controlling the depleting water levels and salinity and improve the water availability for drinking and irrigation for the local community. Adani Foundation is also providing relief and support to fishermen during cyclones.

Health, Safety & Environment

Your Company gives paramount importance to environment. During the year, Mundra Project Site as well as operating units at Mundra exercised great care to improve on the required environmental norms for emissions as stipulated by the state pollution control board and Ministry of Environment and Forests using, amongst other things, technology and state- of-the-art equipment. Your company has received environmental clearance for all its ongoing projects. Your company has further initiated the process of obtaining environmental clearances for all its forthcoming projects.

Your Company is also deeply committed to sustainable means of conducting its operations. Your company has established Environment Divisions both at Plant level and Corporate level with competent officials.

Your Company has given occupational health and safety a high priority* appointing safety professionals to guide it on its journey to Safety Excellence. A number of initiatives have been taken to embed a culture of safety and safe working practices in the organisation. A detailed corporate safety action plan is being prepared, including the activities that will be guided and supervised by safety team of the Company on a monthly basis. New safety procedures have been developed and are being implemented. Intensive training modules have been organized.

Clean Development Mechanism (CDM):

As the shareholders are aware, your Company has registered its first two units of 660 MW each of phase III of Mundra Power Project with United Nations Framework Convention on Climate Change (UNFCCC) as Clean Development Mechanism (CDM) Project. This is the worlds first project based on super-critical technology to get registered as CDM Project under UNFCCC.

Directors:

- Appointment of Additional Director:

During the year under review, Mr. R.K Madan was appointed as an Additional Director on the Board of the Company w.e.f 20th March, 2010. Pursuant to Section 260 of Companies Act, 1956 and Articles of Association of the company, Mr. R.K Madan holds office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member of the Company signifying his candidature for the office of the Board of Directors of the Company.

- Appointment of Executive Director:

During the year under review, Mr. Ameet H. Desai, Director of the company was appointed as an Executive Director for period of five years w.e.f 1st November, 2009.

- Resignation of Director:

During the year under review, Mr. R.K Gupta, Wholetime Director resigned w.e.f 27th February, 2010.

- Retirement by rotation:

As per Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Gautam S. Adani and Mr. Rajesh S. Adani are liable to retire by rotation and being eligible offer themselves for re-appointment.

The Board recommends appointment / re-appointment of aforesaid Directors.

A brief resume of directors being appointed / re-appointed with the nature of their expertise, their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement is appended as an annexure to the notice of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

2. Reasonable and Prudent Accounting Policies have been adopted in preparation of the Financial Statements. The Accounting Policies have been consistently applied except for the changes mentioned in Notes forming part of Accounts.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on a going concern basis.

Additional information to Shareholders:

Your company provides all the latest information on the Companys projects, matters of interest to the investors like financial information, investor presentations, press releases, etc.. on the website www.adanipOwer.com. .

Insurance:

Assets of your Companyare adequately insured against various perils.

Auditors:

Your Companys Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, hold office until the conclusion of the ensuing Annual General Meeting. They have shown their willingness to accept the office as Statutory Auditors, if appointed. Your Company has received a written certificate from the Auditors to the effect that their re- appointment, if made, would be within the prescribed limit under Section 224(1 B) of the Companies Act, 1956.

Auditors Report:

Notes to the accounts, as referred in the Auditors Report, are self-explanatory and practice consistently followed and therefore do not call for any further comments and explanations.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by section 219 (1)(b) (iv) of the companies Act, 1956 this Annual Report is being sent to all shareholders excluding aforesaid information. Any member interested in obtaining such particulars may write to Company Secretary at the Registered office of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are appended herewith as Annexure I and forms part of this Annual Report.

During the year there was no earning in foreign exchange. The foreign exchange outgo during the year under review amounted to Rs. 83062;02 lacs.

"Group" For Inter-Se Transfer of Shares:

As required under Clause 3(1 )(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure II attached herewith and forms part of this Annual Report.

Acknowledgement:

In consonance with established maxim that the company is only as good as its people, your Company has put together a team of highly qualified and experienced professionals.

The success achieved by your Company and the progress made by it are due to co-operation, efforts and commitment of all concerned with its affairs, including various ministries and department of Government of India, Government of Gujarat, Financial Institutions, Banks, shareholders, directors, executives, officers of your Company. The management expresses gratitude to all for their co-operation especially to the employees for their dedicated services without which the good results would not have been possible.

For and on behalf of the Board of Directors

Date : 30th April, 2010 Gautam S. Adani

Place : Ahmedabad Chairman