Your Board of Directors ("the Board") is pleased to present
the Forty-Eighth Annual Report of CESC Limited ("the
Company"), together with the Audited Standalone and
Consolidated Financial Statements for the financial year
ended March 31, 2026 (the year).

FINANCIAL RESULTS

The Standalone and Consolidated Financial Statements for
the financial year ended March 31, 2026 have been prepared
in accordance with the provisions of the Companies Act,
2013 ("the Act"), the Indian Accounting Standards ("Ind
AS") notified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended, and the applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").

The financial performance of the Company for the financial
year ended March 31, 2026 is summarised below:

Retained earnings of the Company as per the Standalone
Financial Statements as on March 31, 2026 was ' 9,983
crore (March 31, 2025 ' 10,179 crore).

For detailed discussion on financial results and operational
performance, may please refer to the Management
Discussion and Analysis section (Annexure 'A').

There were 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.

DIVIDEND

During the year under review, an Interim Dividend
of 600% i.e. ' 6.00 per equity share of face value
' 1/- each, was paid to the eligible Members after deduction
of tax at source at the applicable rates in accordance with
the provisions of the Income-tax Act, 1961.

The Interim Dividend was declared in accordance with the
Company's Dividend Distribution Policy, which is available
on the Company's website at https://www.cesc.co.in/
storage/uploads/policies/Dividend Policy.pdf.

Pursuant to the provisions of Section 123 of the Act, the
Interim Dividend declared and paid during the financial
year will be placed before the Members for confirmation at
the ensuing Annual General Meeting.

The Company continues to follow a balanced capital
allocation framework focused on sustaining business
growth, strengthening operational infrastructure, maintaining
a prudent capital structure and delivering consistent returns
to shareholders through an appropriate dividend policy.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the
Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended, the Company has, during the financial
year under review, transferred to the Investor Education
and Protection Fund ("IEPF") established by the Central
Government, the dividend amounts remaining unpaid or
unclaimed for a period of seven years. Equity shares in
respect of which dividend had remained unclaimed for
consecutive period of seven years were also transferred to
IEPF.

SUBSIDIARIES

As at March 31, 2026, the Company had fifty subsidiaries,
including eight subsidiaries incorporated/acquired during
the financial year namely Purvah Navurja Private Limited,
Purvah Cleantech Power Private Limited, Purvah Bikaner -
V One Power Private Limited, Purvah Clean Energy Private
Limited, Purvah Bikaner - V Two Power Private Limited,
Purvah Poweredge Private Limited, Purvah Ecoenergy
Solutions Private Limited and Purvah Power Ventures
Private Limited. The performance and key developments
relating to the Company's subsidiaries are discussed in the
Management Discussion and Analysis Report, which forms
an integral part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act,
read with Rule 5 of the Companies (Accounts) Rules, 2014,
a statement containing the salient features of the financial
statements of the Company's subsidiaries in Form AOC-1
forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act
read with the SEBI Listing Regulations, the audited financial
statements of the Company's subsidiaries are available
on the Company's website athttps://www.cesc.co.in/
subsidiaryAccounts.

The Company has adopted a Policy for Determining
Material Subsidiaries in accordance with the provisions of
the SEBI Listing Regulations. The Board periodically reviews
the operational and financial performance of all subsidiary
companies, including their strategic initiatives, governance
framework, risk profile, capital allocation and compliance
status, thereby ensuring effective oversight across the
Group. The Policy is available on the Company's website
at https://www.cesc.co.in/storage/uploads/policies/
POLICY ON MATERIAL SUBSIDIARIES.pdf.

As on March 31, 2026, Noida Power Company Limited,
Haldia Energy Limited and Dhariwal Infrastructure Limited
were the material subsidiaries of the Company in terms of
Regulation 16(1)(c) of the SEBI Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, the Indian
Accounting Standards ("Ind AS") prescribed under Section
133 of the Act and the SEBI Listing Regulations, the Audited
Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, together with
the Auditors' Report thereon issued by Messrs S. R. Batliboi
& Co. LLP, Chartered Accountants, Statutory Auditors of
the Company, form part of this Annual Report and will be
laid before the Members at the ensuing Annual General
Meeting.

In accordance with the provisions of the Act and the
SEBI Listing Regulations, the Audited Standalone and
Consolidated Financial Statements of the Company,
together with all other documents required to be annexed
or attached thereto, are available on the Company's
website at https://www.cesc.co.in/annualReports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination and
Remuneration Committee, the Board and the Members of
the Company approved the following appointments/re-
appointments during the financial year under review:

a. Appointment of Independent Director

The Members approved the appointment of
Mr. Umang Kanoria (DIN: 00081108) as a Non¬
Executive Independent Director of the Company
for a term upto three consecutive years with effect
from February 25, 2026. The requisite approval of the
Members was obtained on March 29, 2026.

b. Re-appointment of Independent Director

The Members also approved the re-appointment of
Mr. Debanjan Mandal (DIN: 00469622) as a Non-

Executive Independent Director for a second term of
five consecutive years with effect from May 10, 2026.
The requisite approval of the Members was obtained
on March 29, 2026.

c. Continuation of Directorship under Regulation
17(1A)

In accordance with Regulation 17(1A) of the SEBI
Listing Regulations, approval of the Members has
been sought for the continuation of directorship of
Mr. Paras Kumar Chowdhary (DIN: 00076807) as
a Non-Executive Independent Director beyond his
attaining the age of seventy-five years on October
1, 2026. An appropriate resolution forms part of
the Notice convening the ensuing Annual General
Meeting.

d. Demise of Director

The Board records with deep sorrow the demise of
Mr. Sunil Mitra (DIN: 00113473) on January 12, 2026.
Late Mr. Mitra had been serving as an Independent
Director of the Company since November 14, 2019.
The Board places on record its sincere appreciation
for his invaluable guidance, distinguished service and
significant contributions during his association with
the Company and extends its heartfelt condolences
to his family.

e. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act
and Article 102 of the Articles of Association of the
Company, Mr. Shashwat Goenka (DIN: 03486121)
retires by rotation at the ensuing Annual General
Meeting and, being eligible, has offered himself for re¬
appointment.

f. Declaration by Independent Directors

The Company has received the requisite declarations
from all the Independent Directors confirming that
they continue to satisfy the criteria of independence
prescribed under Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations. The
Board has taken the same on record and is satisfied
that all the Independent Directors possess the
requisite integrity, expertise, experience and fulfil the
conditions specified under the applicable provisions
of the Act and the SEBI Listing Regulations.

The details of the skills, expertise and core
competencies of the Board are provided in the
Corporate Governance Report forming part of this
Annual Report.

In the opinion of the Board, all the Independent
Directors fulfil the conditions specified under the Act
and the SEBI Listing Regulations and are independent
of the management.

The Board continues to maintain an appropriate
balance of Executive, Non-Executive and Independent
Directors possessing diverse experience thereby
enabling effective oversight and strategic guidance.

g. Key Managerial Personnel

As on March 31, 2026, there was no change in the Key
Managerial Personnel of the Company. The details
of the Key Managerial Personnel as defined under
Section 2(51) of the Act are provided below:

During the financial year under review, the Non-Executive
Directors had no pecuniary relationship or transactions
with the Company other than the payment of sitting fees
for attending meetings of the Board and its Committees
and commission, as approved by the Members and payable
in accordance with the applicable provisions of the Act and
the Company's Remuneration Policy.

During the financial year ended March 31, 2026, six
meetings of the Board of Directors were held on
April 24, 2025, May 15, 2025, July 30, 2025, October
17, 2025, February 6, 2026 and March 25, 2026. The
intervening gap between any two consecutive meetings
did not exceed the period prescribed under the Act and the
SEBI Listing Regulations.

INDEPENDENT DIRECTORS MEETING

In accordance with the provisions of Schedule IV to the
Act and Regulation 25(3) of the SEBI Listing Regulations,
a separate meeting of the Independent Directors was
held on February 6, 2026, without the presence of
the Non-Independent Directors and members of the
Management.

At the meeting, the Independent Directors, inter alia:

• reviewed the performance of the Non-Independent
Directors and the Board as a whole;

• reviewed the performance of the Chairman of the
Company, taking into account the views of the
Executive and Non-Executive Directors and

• assessed the quality, quantity and timeliness of the
flow of information between the Management and the
Board which is necessary for the Board to effectively
and reasonably perform its duties.

The Independent Directors expressed their satisfaction
with the overall functioning of the Board, its Committees
and the Management.

The Company has put in place a system to familiarise
its Independent Directors with the Company, their roles,
rights & responsibilities in the Company, nature of the
industry in which the Company operates, business model
of the Company, etc. The details of the Familiarisation
Programme are available on the Company's website and
are also set out in the Report on Corporate Governance.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards, i.e., SS-1 and SS-2 issued by the Institute of
Company Secretaries of India and notified by the Ministry
of Corporate Affairs, Govt. of India, relating to Meetings of
the Board of Directors and General Meetings respectively.

BOARD DIVERSITY

The Company recognises that an appropriately diverse
Board enhances the quality of decision-making, strengthens
corporate governance and supports sustainable long-term
value creation. The Board Diversity Policy seeks to ensure
an appropriate balance of skills, experience, expertise, age,
gender, knowledge, professional background and diversity
of thought, thereby enabling the Board to discharge its
responsibilities effectively.

In accordance with Section 178 of the Act and Regulation
19 read with Part D of Schedule II to the SEBI Listing
Regulations, the Nomination and Remuneration
Committee is responsible for identifying suitable
candidates for appointment to the Board and evaluating
the qualifications, expertise, experience, integrity, positive
attributes and independence of Directors.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out the annual
performance evaluation of the Board, its Committees, the
Chairman, the Individual Directors and the Independent
Directors.

The evaluation was undertaken in accordance with the
framework and criteria approved by the Nomination and
Remuneration Committee and covered various aspects
including the composition of the Board, effectiveness of
Board processes, strategic guidance, governance practices,
participation, contribution and oversight responsibilities.

The outcome of the evaluation was reviewed by the Board,
which expressed satisfaction with its overall effectiveness
and that of its Committees and Directors. Further details
on the evaluation process and the evaluation criteria are

provided in the Report on Corporate Governance forming
part of this Annual Report.

COMMITTEES OF THE BOARD

To facilitate focused oversight and effective governance,
the Board has constituted the following Committees in
accordance with the provisions of the Act and the SEBI
Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

During the financial year under review, all recommendations
made by the Committees of the Board were accepted by
the Board.

The composition, terms of reference, meetings and other
details of the Committees are provided in the Report on
Corporate Governance forming part of this Annual Report.

EQUITY CAPITAL AND DEBT SECURITIES
Equity Shares

During the year under review, there has been no change
in the authorized, issued, subscribed and paid-up Equity
Share Capital of the Company. The Equity Shares of the
Company continued to be listed with BSE Limited (BSE)
and the National Stock Exchange of India Ltd (NSE). The
Company has paid the requisite listing fees to the Stock
Exchanges up to the Financial Year 2026-27.

Issue of Non-Convertible Debentures

During the Financial Year 2025-26, the Company had
issued and allotted 55,000 Secured, Unlisted, Rated,
Redeemable Non-Convertible Debentures of the face
value of ' 1,00,000 each, aggregating to ' 550 crore, on a
private placement basis, in compliance with the applicable
provisions of the Act and the rules made thereunder and
other applicable laws.

The proceeds of the issue have been utilised for the
purposes approved by the Board and in accordance
with the terms of the respective Private Placement Offer
Document and applicable regulatory requirements.

Redemption of Debentures

During the year under review, the Company redeemed
Secured, Unlisted, Redeemable Non-Convertible
Debentures aggregating to ' 262.50 crore in accordance
with the respective terms of issue.

Consequent to the above issuances and redemptions,
Secured, Unlisted, Rated, Redeemable Non-Convertible
Debentures aggregating to ' 1,687.50 crore remained
outstanding as on March 31, 2026.

Debenture Trustee

The Company has appointed IDBI Trusteeship Services
Limited as the Debenture Trustee pursuant to the
applicable regulations for the outstanding Secured
Non-Convertible Debentures.

DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors hereby state and confirm that:

i) in the preparation of the accounts for the financial
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to the material departures, if any;

ii) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;

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

iv) the Directors have prepared the annual accounts on a
going concern basis;

v) the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest
standards of corporate governance, founded on the
principles of integrity, transparency, accountability,
ethical business conduct and sustainable value creation.
The Board believes that robust governance practices
are fundamental to enhancing stakeholder confidence,
safeguarding shareholders' interests and ensuring the long¬
term success of the Company. Accordingly, the Company
continues to strengthen its governance framework
through effective oversight, prudent risk management,
sound internal controls and a culture of compliance across
the organisation.

The Company's governance framework is aligned with the
requirements of the Act and the SEBI Listing Regulations,
and other applicable statutory and regulatory requirements.
The Board periodically reviews the governance framework
to ensure that it remains responsive to evolving regulatory
expectations and global best practices.

Pursuant to Regulation 34 read with Schedule V of the SEBI
Listing Regulations, the Report on Corporate Governance,
together with the requisite disclosures and the Additional
Shareholders' Information, forms part of this Annual Report
as Annexure 'B' and Annexure 'C', respectively.

The certificate issued by the Statutory Auditors confirming
compliance with the conditions of Corporate Governance,
as stipulated under the SEBI Listing Regulations, forms part
of this Annual Report.

The Board affirms that, throughout the year under review,
the Company has complied with the applicable provisions
relating to Corporate Governance prescribed under the
SEBI Listing Regulations.

The Board is committed to continuously enhancing the
Company's governance practices in line with evolving
regulatory requirements and global best practices, with
the objective of creating sustainable long-term value for
all stakeholders.

The Company continuously benchmarks its governance
practices against evolving regulatory requirements and
global governance standards. During the year, the Board
continued to strengthen oversight over ESG initiatives,
cyber security, enterprise risk management, succession
planning and stakeholder engagement.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

The Company remains committed to creating sustainable
social value through impactful Corporate Social
Responsibility ("CSR") initiatives that contribute to inclusive
and equitable development of the communities in which
it operates. Guided by its philosophy of responsible
corporate citizenship, the Company's CSR programmes
extend beyond statutory compliance and are designed to
create measurable and long-term social impact. During the
year under review, the Company continued to undertake
initiatives across key focus areas including healthcare,
education, child protection, environmental sustainability,
skill development and livelihood enhancement, sports, and
promotion of art and culture.

The Company continues to measure the effectiveness of its
CSR initiatives through structured monitoring mechanisms
and independent evaluations, thereby ensuring optimal
utilisation of CSR resources and measurable socio¬
economic outcomes.

The Corporate Social Responsibility Committee of the
Board provides strategic direction and oversight over the
planning, implementation, monitoring and evaluation of
CSR initiatives to ensure alignment with the provisions of
Section 135 of the Act, the Companies (Corporate Social
Responsibility Policy) Rules, 2014 (CSR Rules), as amended,
and the Company's CSR Policy which is available on the
Company's website and can be accessed at https://www.
cesc.co.in/storage/uploads/policies/CSR Policy.pdf.

Pursuant to Section 135 of the Act read with the CSR Rules,
the Annual Report on CSR activities undertaken during the
Financial Year 2025-26 forms part of this Annual Report as
Annexure 'D'.

In accordance with the applicable provisions of the CSR
Rules, the Company engaged Renovate India to undertake
an independent impact assessment of eligible CSR projects.
The impact assessment reports relating to "Eklavya -
CESC Skill Academy" form part of this Annual Report as
Annexure 'D1'. The findings of these assessments reaffirm
the Company's commitment towards implementing
outcome-based CSR programmes that create sustainable
and measurable benefits for the communities at large.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report ("BRSR"), containing disclosures on the Company's
performance across Environmental, Social and Governance
("ESG") parameters for the Financial Year 2025-26 in the
prescribed format, forms part of this Annual Report as
Annexure 'E'.

In accordance with the applicable provisions of the
SEBI Listing Regulations, the Company has obtained an
independent Reasonable Assurance on the BRSR Nine
core indicators from Tirkha Consultants & Advisors LLP
The assurance engagement was undertaken to provide
an independent assessment of the reliability, accuracy and
completeness of the BRSR Core indicators and to enhance
stakeholder confidence in the Company's sustainability
reporting. The Independent Assurance Statement forms
part of this Annual Report as Annexure 'E1'.

Sustainability considerations continue to be integrated into
the Company's long-term business strategy, operational
planning and enterprise risk management framework. The
Company remains committed in enhancing transparency
and strengthening ESG disclosures in line with evolving
regulatory expectations and stakeholder interests.

RELATED PARTY TRANSACTIONS

The Company has in place a robust governance framework
for identification, review, approval and monitoring of
Related Party Transactions ("RPTs") in accordance with

the provisions of the Act, the SEBI Listing Regulations
and the Policy Statement on Materiality of Related Party
Transactions and Dealing with Related Party Transactions
approved by the Board.

During the year under review, all RPTs entered into by the
Company were in the ordinary course of business and on
an arm's length basis. There were no materially significant
RPTs that could have had a potential conflict with the
interests of the Company or its minority shareholders.
No Material RPT requiring prior approval of the Members
under the SEBI Listing Regulations was entered into during
the year.

The Company has also complied with the applicable
Industry Standards notified by SEBI relating to the minimum
information to be placed before the Audit Committee for
approval of RPTs.

All RPTs are reviewed by the Audit Committee in
accordance with the Company's Policy on RPTs and the
applicable provisions of the Act and the Listing Regulations.
Appropriate omnibus approvals, wherever applicable, are
obtained after ensuring that such transactions are in the
ordinary course of business and on an arm's length basis.

The Policy Statement on Materiality of Related Party
Transactions and Dealing with Related Party Transactions is
available on the Company's website and can be accessed
at:

https://www.cesc.co.in/storage/uploads/policies/
RELATED PARTIES POLICY.pdf

The disclosures relating to RPTs as required under the
Indian Accounting Standards (Ind AS) are provided in Note
42 to the Standalone Financial Statements forming part of
this Annual Report.

RISK MANAGEMENT

Risk management forms an integral part of the Company's
governance framework and strategic decision-making
process. The Company has established framework and
process to systematically identify, assess, monitor and
mitigate risks that could impact the achievement of its
strategic and business objectives.

The Risk Management Committee of the Board, constituted
in accordance with the SEBI Listing Regulations, oversees
the implementation and effectiveness of the Company's
risk management framework. The Committee periodically
reviews the Company's risk profile, mitigation strategies and
emerging risks, including strategic, operational, financial,
regulatory, cybersecurity, information security, safety,
environmental and climate-related risks, and business
continuity preparedness.

The Audit Committee continues to provide additional
oversight in relation to financial reporting risks, internal
financial controls and compliance risks. A detailed
discussion on the Company's risk management framework

and key risks forms part of the Management Discussion
and Analysis and the Report on Corporate Governance
included in this Annual Report.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

The Company is committed to providing a safe, secure,
inclusive and respectful workplace for all employees and
maintaining a work environment free from discrimination,
harassment and intimidation.

In compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules framed thereunder,
the Company has adopted a comprehensive Policy
on Prevention of Sexual Harassment ("POSH") and has
constituted Internal Committees to address complaints in
accordance with the provisions of the Act.

The Company continues to conduct regular awareness
programmes, sensitisation workshops and training sessions
to reinforce awareness of the POSH Policy and promote
a culture of dignity, equality and mutual respect across
the organisation.

The details of complaints received, disposed of and
pending during the Financial Year 2025-26 are provided in
the Report on Corporate Governance forming part of this
Annual Report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has established adequate Internal Financial
Controls ("IFC") commensurate with the nature, size and
complexity of its operations. The internal financial control
framework is designed to provide reasonable assurance
regarding the orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of frauds
and errors, accuracy and completeness of accounting
records and timely preparation of reliable financial
information.

The effectiveness of the internal financial controls
are periodically evaluated through a combination of
management reviews, self-assessment mechanisms and
independent testing carried out by the Internal Audit
function. The Audit Committee regularly reviews the
adequacy and effectiveness of the Company's internal
financial control framework, internal audit findings and the
implementation status of corrective actions.

Based on the assessment carried out during the year under
review, the Board is of the opinion that the Company has,
in all material respects, an adequate system of Internal
Financial Controls over financial reporting and that such
controls were operating effectively as at March 31, 2026.

AUDITORS AND AUDITORS' REPORT

In terms of the provisions of Section 139 of the Act, Messrs.
S. R. Batliboi & Co. LLP, Chartered Accountants (Firm

Registration No. 301003E/E300005), were appointed
as the Statutory Auditors of the Company for a term of
five consecutive years at the Forty-fourth Annual General
Meeting ("AGM") of the Company.

The Standalone and Consolidated Financial Statements for
the Financial Year ended March 31, 2026 was audited by
the Statutory Auditors and they have issued an unmodified
audit opinion on the aforesaid Financial Statements.

The Notes to the Financial Statements referred to in the
Auditors' Report are self-explanatory and, therefore, do not
call for any further comments under Section 134(3)(f) of
the Act.

During the year under review, the Statutory Auditors have
not reported any instance of fraud as referred to in Section
143(12) of the Act.

COST AUDITORS AND COST AUDIT REPORT

Pursuant to the provisions of Section 148(1) of the Act,
read with the Companies (Cost Records and Audit) Rules,
2014, the Company is required to maintain cost records.
Accordingly, the Company has maintained such cost
records as prescribed by the Central Government.

The Cost Audit Report for the Financial Year ended
March 31, 2025 was filed within the prescribed statutory
timeline. The Cost Audit Report for the Financial Year
2025-26 shall be filed within the prescribed time.

Based on the recommendation of the Audit Committee,
the Board of Directors has re-appointed Messrs. Shome &
Banerjee, Cost Accountants (Firm Registration No. 000001),
as the Cost Auditors of the Company to conduct the audit
of the cost records of the Company for the Financial Year
ending March 31, 2027, in accordance with the provisions
of Section 148 of the Act read with the Companies (Audit
and Auditors) Rules, 2014.

The Cost Auditors have confirmed that they satisfy the
independence criteria prescribed under the Act and the
applicable Cost Auditing Standards issued by the Institute
of Cost Accountants of India."

The remuneration payable to the Cost Auditors has been
approved by the Board on the recommendation of the Audit
Committee and is subject to ratification by the Members of
the Company and accordingly, an appropriate resolution
seeking Members' ratification of the remuneration payable
to the Cost Auditors forms part of the Notice convening
the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act read with Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI Listing Regulations, the Company has appointed

M/s. Anjan Kumar Roy & Co., Company Secretaries (Firm
Unique Code: S2002WB051400; Peer Review Certificate
No. 869/2020) as the Secretarial Auditors of the Company
for a term of five consecutive years from the Financial Year
2025-26 to Financial Year 2029-30, with the approval of
the Members.

Accordingly, the Secretarial Audit of the Company for
the Financial Year 2025-26 was carried out by M/s. Anjan
Kumar Roy & Co., Company Secretaries.

The Secretarial Audit Report for the Financial Year 2025-26
is annexed to this Report as Annexure 'F'. The said Report
does not contain any qualification, reservation, adverse
remark or disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing
Regulations, the Secretarial Audit Reports of the Company's
material unlisted subsidiaries, namely Noida Power
Company Limited, Haldia Energy Limited and Dhariwal
Infrastructure Limited, for the Financial Year 2025-26 are
annexed to this Annual Report as Annexures 'F1', 'F2'
and 'F3', respectively. None of the said reports contain any
qualification, reservation, adverse remark or disclaimer.

The Company has also obtained the Annual Secretarial
Compliance Report for the Financial Year ended March 31,
2026 from a Practising Company Secretary in accordance
with Regulation 24A of the SEBI Listing Regulations. The
said Report has been submitted to the Stock Exchanges
within the prescribed timeline and does not contain any
qualification or adverse observation.

The Board has reviewed the Secretarial Audit Report and
notes that there are no material observations requiring
explanation under Section 134(3)(f) of the Act.

ETHICS, COMPLIANCE AND STATUTORY DISCLOSURES
Vigil Mechanism / Whistle Blower Policy

The Company is committed to fostering an ethical,
transparent and accountable work environment. In
compliance with Section 177 of the Act and Regulation 22 of
the SEBI Listing Regulations, the Company has established
a robust Vigil Mechanism / Whistle-blower Policy to
provide directors, employees and other stakeholders with
an appropriate mechanism to report genuine concerns
relating to unethical conduct, actual or suspected fraud,
violation of the Company's Code of Conduct, or any other
misconduct, without fear of retaliation.

The Audit Committee periodically reviews the functioning
of the Vigil Mechanism and is satisfied that adequate
safeguards exist against victimisation of whistle-blowers.

The Policy provides adequate safeguards against
victimisation of whistle-blowers and ensures direct access
to the Chairman of the Audit Committee through the
Company Secretary, wherever considered necessary.

The Whistle-blower Policy is available on the Company's
website and can be accessed at:

https://www.cesc.co.in/storage/upioads/poiicies/

WhistieBiowerPoiicv.pdf

Insider Trading

The Company has adopted a comprehensive Code of
Conduct for Prevention of Insider Trading in accordance
with the SEBI (Prohibition of Insider Trading) Reguiations,
2015 (SEBI PIT Reguiations), as amended from time to time.

The Code prescribes procedures for handiing
Unpubiished Price Sensitive Information (UPSI), reguiates
trading by Designated Persons and their immediate
reiatives, and estabiishes appropriate disciosure and
compiiance requirements.

Further, in compiiance with the SEBI PIT Reguiations, the
Company maintains a Structured Digitai Database (SDD)
containing detaiis of persons with whom UPSI is shared
on a need-to-know basis for iegitimate purposes. The
database is maintained with appropriate time-stamping,
audit traiis and non-tampering controis to ensure reguiatory
compiiance.

Code of Conduct

The Company has adopted a comprehensive Code
of Conduct appiicabie to the Directors and Senior
Management Personnei, iaying down the standards of
ethicai conduct, integrity and professionai behaviour
expected across the organisation. Annuai affirmations
confirming compiiance with the Code were obtained
from aii Directors and Senior Management Personnei. A
deciaration to this effect, signed by the Managing Director,
forms part of the Report on Corporate Governance.

Significant and Material Orders

During the Financiai Year 2025-26, no significant or materiai
order was passed by any reguiator, court or tribunai which
couid impact the Company's going concern status or
materiaiiy affect its operations or future business. Further,
there was no instance of one-time settiement with any
Bank or Financiai Institution.

Insolvency and Bankruptcy Code, 2016

During the year under review, no appiication was made,
nor were any proceedings pending against the Company
under the Insoivency and Bankruptcy Code, 2016.

Change in Nature of Business

There was no change in the nature of the business of the
Company during the Financiai Year 2025-26.

Particulars of Loans, Guarantees and Investments

The provisions of Section 186 (4) requiring disciosure in the
financiai statements of the fuii particuiars of the ioan given,
investment made or guarantee given or security provided
and the purpose for which such ioan or guarantee or

security is proposed to be utiiised by the recipient of the
ioan or guarantee or security are not appiicabie to the
Company, in terms of the provisions of the Section 186
(11) of the Act.

Public Deposits

During the Financiai Year 2025-26, the Company did not
accept any deposits within the meaning of Chapter V of
the Act. Accordingiy, no amount of principai or interest
remained outstanding as on March 31, 2026.

CONSERVATION OF ENERGY, RESEARCH &
DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The information reiating to conservation of energy,
technoiogy absorption, research and deveiopment, and
foreign exchange earnings and outgo, as required under
Section 134(3)(m) of the Act read with Ruie 8(3) of the
Companies (Accounts) Ruies, 2014, is provided in Annexure
'G', which forms an integrai part of this Report.

ANNUAL RETURN

Pursuant to Section 92 of the Act and Ruie 12 of the
Companies (Management and Administration) Ruies,
2014, the Annuai Return is avaiiabie on the website of the
Company on the foiiowing iink at https://www.cesc.co.in/
storage/upioads/annuai return/Annuai%20Return%20
2025-26.pdf.

THE CODE ON SOCIAL SECURITY, 2020 - MATERNITY
BENEFIT

The Company is in compiiance with the appiicabie
provisions reiating to maternity benefits as prescribed
under the Maternity Benefit Act, 1961/the Code on Sociai
Security, 2020.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The disciosures required pursuant to Section 197(12) of the
Act read with Ruie 5(1) of the Companies (Appointment
and Remuneration of Manageriai Personnei) Ruies, 2014
are provided in Annexure 'H', forming part of this Report.

The statement containing particuiars of empioyees as
prescribed under Ruie 5(2) and Ruie 5(3) of the aforesaid
Ruies is annexed as Annexure 'I'. In accordance with the
provisions of Section 136(1) of the Act, this Annuai Report
is being circuiated to the Members exciuding the said
Annexure. The statement is avaiiabie for inspection at the
Registered Office of the Company during business hours
on aii working days and may aiso be obtained by Members
upon making a written request to the Company Secretary
at secretariai@rpsg.in.

None of the empioyees covered under the aforesaid
disciosures is reiated to any Director of the Company.

The Company has adopted a Remuneration
Poiicy for Directors, Key Manageriai Personnei and

Senior Management Personnel, formulated on the
recommendation of the Nomination and Remuneration
Committee and approved by the Board of Directors. The
Policy is available on the Company's website at:

https://www.cesc.co.in/storage/upioads/poiicies/
REMUNERATION%20POLICY CESC SM.pdf

INDUSTRIAL RELATIONS

Industriai reiations across aii the Company's operations
remained cordial and harmonious throughout the year. The
Board piaces on record its appreciation for the continued
commitment, cooperation and dedication demonstrated
by employees at aii levels. Further details on the Company's
people practices, employee engagement and human
resource initiatives are provided in the Management
Discussion and Analysis forming part of this Annual Report.

The Board places on record its appreciation for the
commitment, dedication and contribution of aii employees
towards the Company's continued success.

Looking Ahead

The Company remains focused on strengthening its
leadership position across the power value chain while
acceierating its ciean energy transition. Continued
investments in network reliability, renewable energy, digital
technologies, operational excellence and customer service
wiii remain key strategic priorities. Supported by a strong
governance framework, prudent financial management
and a highly experienced leadership team, the Company
is weii positioned to create sustainable long-term value for
aii stakehoiders.

ACKNOWLEDGEMENT

The Board of Directors piaces on record its sincere
appreciation for the continued trust, confidence and
support received from the Company's Members,
consumers, empioyees, business associates, vendors,
financiai institutions, banks, investors, ienders and other
stakehoiders.

The Board aiso expresses its gratitude to the Government
of India, various State Governments, the Ministry of Power,
Centrai and State Eiectricity Reguiatory Commissions,
statutory and reguiatory authorities, municipai and iocai
authorities, and the communities in the areas in which
the Company operates for their continued guidance,
cooperation and support.

For and on behaif of the Board of Directors

Dr. Sanjiv Goenka

Piace : Koikata Chairman

Date : May 6, 2026 DIN: 00074796