The Board of Directors of your Company ("the Board")
present the Forty-seventh Annual Report on the business
and operations of the Company and the Audited Financial
Statements for the year ended March 31, 2025 ('the year').

financial results

Pursuant to the provisions of the Companies Act, 2013
('the Act') and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, as amended from time to
time ('Listing Regulations'), the Company has prepared its
standalone and consolidated financial statements for the
Financial Year ended March 31, 2025, details of which are
summarised below:

Retained earnings of the Company as per the Standalone
Financial Statements as on March 31, 2025 was ' 10,179 Crore
(March 31, 2024'10,206 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 450%
i.e. ' 4.50 per equity share of ' 1.00/- each was paid to
the Members after deduction of tax at source at prescribed
rates under the Income Tax Act, 1961.

The above Dividend was declared in terms of the Dividend
Distribution Policy of the Company, which is available at the
Company's website and can be accessed at https://www.
cesc.co.in/storage/uploads/policies/Dividend Policy.pdf

The Notice convening the ensuing Annual General Meeting
("AGM") of the Members of the Company includes an item
for confirmation of the said Interim Dividend.

transfer to investor education and protection
fund

Pursuant to the provisions of Sections 124 and 125 of
the Act and the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, as amended from time to time, the Company during
the year under review has transferred Dividend which
remained unpaid / unclaimed for seven consecutive
years and also Equity Shares pertaining to which Dividend
remained unclaimed for a consecutive period of seven
years to the Investor Education and Protection Fund ('IEPF')
established by the Central Government.

subsidiaries

As on March 31, 2025, the Company had forty-two
subsidiaries, including twenty-three new subsidiaries.
Details of operations of the Company's subsidiaries are set
out in Management Discussion and Analysis, which forms
part of this Annual Report. Pursuant to Section 129(3) of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing salient features of the
financial statements of the subsidiary companies in Form
No. AOC-1 is given in the Annual Report. In accordance
with the provisions of Section 136 of the Act and the
amendments thereto, read with the Listing Regulations, the
audited financial statements of the Company's subsidiaries
are available on the Company's website and can be
accessed at ttps://www.cesc.co.in/subsidiaryAccounts.

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company's website and can be accessed at: https://
www.cesc.co.in/storage/uploads/policies/POLICY_ON_
MATERIAL SUBSIDIARIES.pdf.

Noida Power Company Limited, Haldia Energy Limited
and Dhariwal Infrastructure Limited are the three material
subsidiaries of the Company in terms of Regulation 16 (1) (c)
of the Listing Regulations.

consolidated financial statements

In accordance with the provisions of the Act, read with the
Indian Accounting Standards and the Listing Regulations,
consolidated financial statements of the Company for the
Financial Year 2024-25, duly audited by Messrs S. R. Batliboi

& Co. LLP, Chartered Accountants, Company's Auditors,
forming a part of the Annual Report and shall be laid before
the AGM of the Company as required under the Act.

The audited financial statements including the consolidated
financial statements of the Company and all other
documents required to be attached thereto, are available
on the Company's website and can be accessed at https://
www.cesc.co.in/annualReports.

directors and key managerial personnel

During the year under review, based on the recommendation
of Nomination and Remuneration Committee, the Board
as well as the Members of the Company had approved:

(a) the appointment of Ms. Kusum Dadoo (DIN:06967827)
and Mr. Paras Kumar Chowdhary (DIN:00076807)
as Non-executive Independent Directors of the
Company for a period of 3 years w.e.f. May 23, 2024
and August 9, 2024 respectively.

(b) the appointment of Mr. Brajesh Singh, Managing
Director (Generation) (DIN: 10335052) and Mr.
Vineet Sikka, Managing Director (Distribution) (DIN:
10627000) for a period of 5 years w.e.f May 28, 2024.

(c) the re-appointment of Mr. Sunil Mitra (DIN:00113473)
as a Non-executive Independent Director of the
Company for a further period of 3 years w.e.f.
November 14, 2024.

On completion of tenures, Ms. Rekha Sethi (DIN: 06809515)
and Mr. Pratip Chaudhuri (DIN: 00915201) ceased to be
the Independent Directors of the Company w.e.f. May 29,
2024 and September 30, 2024 respectively. The Board
placed on record its sincere appreciation for the valuable
contribution made by Ms. Sethi and Mr. Chaudhuri during
their respective tenures as Independent Directors.

In terms of the provisions of Section 152 of the Act and
Article 102 of the Articles of Association of the Company,
Dr. Sanjiv Goenka (DIN: 00074796) retires by rotation at
the forthcoming AGM and, being eligible, offers himself for
re-appointment.

The Company has received necessary disclosures /
declarations from all the Independent Directors of the
Company confirming that they meet the criteria of
independence as prescribed under the Act and the Listing
Regulations.

The list of key skills, expertise and core competencies of
the Board is provided elsewhere in the Report on Corporate
Governance forming part of this report.

As on March 31, 2025, the Company had the following
KMPs as per Section 2(51) of the Act.

In order to ensure that the Board and Committees of
the Board are functioning effectively and to comply with
statutory requirements, the annual performance evaluation
of all the Directors, Committees of the Board, Chairman
of the Board and the Board as a whole, was conducted
during the year. The evaluation was carried out based
on the criteria and framework approved by the NRC. A
detailed disclosure on the parameters has been provided
in the Report on Corporate Governance.

committees of the board

The various Committees of the Board focus on certain
specific areas and make informed decisions in line with the
delegated authority.

The following statutory Committees constituted by the
Board according to their respective roles and defined
scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder's Relationship Committee

• Risk Management Committee

equity capital and debt securities

Equity Shares

During the year under review, there has been no change
in the authorised, 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 Limited (NSE).
The Company has paid the requisite listing fees to the
Stock Exchanges up to the Financial Year 2025-26.

Debentures

a. Issue:

During the year under review, the Company has not issued
and allotted any Debentures. Since the close of the year
the Company has issued and allotted 25,000 Secured,
Unlisted, Redeemable, Rated Non-Convertible Debentures
having face value of ' 1 Lakh each aggregating to
' 250 Crore on a private placement basis, to Axis Bank
Limited.

b. Redemption:

During the year under review, the Company had,
redeemed, 3000 Unlisted Secured, Redeemable, Rated,
Non-Convertible Debentures (NCD's) having face value of
' 10 Lakh each aggregating to ' 300 Crore.

NCDs aggregating ' 1,400 Crore were outstanding as on
March 31, 2025.

Your Directors hereby state and confirm that:

i) in the preparation of the accounts for the financial
year ended March 31, 2025, 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 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 focus on enhancing
standards of Corporate Governance by long term value
creation and protecting stakeholders' interests by applying
proper care, skill and diligence to business decisions
and constant adherence to the requirement of Listing
Regulations, the Act and other applicable statutes.

In compliance with Regulation 34 read with Schedule V of
the Listing Regulations, a Report on Corporate Governance
for the year under review, is presented in a separate
section as a part of this Report as Annexure 'B' along with
Additional Shareholder Information as Annexure 'C'.

A certificate from the Statutory Auditors of the Company
confirming the compliance with the conditions of
Corporate Governance, as stipulated under the Listing
Regulations, is annexed to this report.

Over the past several years, the Company has focused
on various corporate social responsibility programmes.
The Company continues its endeavour to improve the
lives of people and provide opportunities for their holistic
development through its different initiatives in the area
of Health, Education, Child Protection, Environment,
Sustainability and Skill Development.

In terms of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, as amended the Corporate Social
Responsibility Policy has been uploaded on Company's
website and can be accessed at https://www.cesc.co.in/
storage/uploads/policies/CSR Policy.pdf .

A detailed section on CSR activities undertaken by the
Company during the year under review is annexed herewith
and marked Annexure - 'D' and forming part of this Report.
The Company engaged Renovate India, to conduct the
impact assessment of the CSR initiatives undertaken
by the Company. The impact assessment reports of the
"RP Goenka International School Infrastructure Project
(Phase 1)" and "Eklavya - CESC Skill Academy" are also
attached and are forming part of the Annual Reports as
Annexures - 'Dl' and 'D2' respectively.

business responsibility and sustainability
report (brsr)

In terms of Regulation 34 (2)(f) of Listing Regulations, SEBI
has notified the reporting requirements on ESG parameters
called the Business Responsibility and Sustainability Report
(BRSR) under which the listed entities are required to
disclose their performance against the nine principles of
the 'National Guidelines on Responsible Business Conduct'
(NGRBCs) and reporting under each principle is divided
into essential and leadership indicators. The Company
has been a torchbearer of responsible business practices,
always ensuring that its decisions balance social and
environmental considerations with financial factors. Your
Company always believed that being responsible and
reliable also means being sustainable. These principles
have always been an integral part of strategic planning of
the Company both to manage risk as well as to enable
long term sustainable growth and value creation. Your
Company is also committed to upholding responsible
business practices, aligning with the NGRBC.

As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report (BRSR) describing
the performance parameters and initiatives taken by the
Company from an environmental, social and governance
perspective, is given in the report as Annexure 'E'

related party transactions

All contract(s)/arrangement(s) / transaction(s) entered by
the Company with its related parties during the year under
review were in the ordinary course of business and at arm's
length basis and pre-approved by the Audit Committee
of the Board of Directors. No material transactions with

related parties were entered into during the year under
review.

The Policy Statement on Materiality 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

Members may please refer to Note 42 to the Standalone
Financial Statements for requisite disclosure in respect of
related parties and transactions entered into with them
during the year under review.

risk management

The Company has a structured Risk Management
framework, designed to identify, assess and mitigate
risks appropriately. The Risk Management Committee
of the Board has been entrusted with the responsibility
to assist the Board in a) overseeing the Company's risk
management framework; and b) ensuring that all material
Strategic and Commercial Risks including Cybersecurity,
Safety Operations, have been identified, assessed and
adequate risk mitigations steps are taken to address those
risks. The Audit Committee has additional oversight in the
area of financial risks and controls.

prevention of sexual harassment of women at
workplace

The Company has zero tolerance towards sexual
harassment at the workplace. In accordance with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
("POSH Act") and Rules made thereunder, the Company has
adopted a policy and constituted an Internal Complaints
Committee (ICC) to redress and resolve any complaints
arising under the POSH Act. Training / awareness programs
are conducted throughout the year to create sensitivity
towards ensuring appropriate compliance.

Details of complaints received/disposed, during the
Financial Year 2024-25 are provided in the Report on
Corporate Governance.

internal financial control and its adequacy

The Company has in place adequate internal financial
controls (IFC) for ensuring orderly and efficient conduct
of the business, including adherence to the Company's
policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of
reliable financial disclosures. Effectiveness of IFC is ensured
through management reviews and independent testing by
the Internal Audit Department of the Company.

The Company believes that these systems provide
reasonable assurance that the Company's internal financial
controls are adequate and are operating effectively as
intended.

auditors and auditors' report

Messrs. S R BatLiboi & Co. LLP, Chartered Accountants, (Firm
Registration No.301003E/E300005) was appointed as the
Auditors of the Company for a term of five consecutive
years, at the Forty - fourth AGM of the Company.

The Auditors' Report annexed to the financial statements for
the year under review does not contain any qualification(s),
reservation(s) or adverse remark(s). The Notes on Financial
Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.

During the year under review, the Auditors have not
reported any instance of fraud as referred to in Section
134(3)(ca) of the Act.

cost auditors and cost audit report

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

The Cost Audit Report, for the year ended March 31, 2024
was filed with the Central Government within the statutory
time limit and the Cost Audit Report for the Financial Year
2024- 25 shall be filed with the Central Government within
the prescribed timeline.

In accordance with the provisions of Section 148 of the
Act read with the Companies (Audit and Auditors) Rules,
2014, the Board of Directors, on the recommendation of
the Audit Committee, has re-appointed Messrs. Shome &
Banerjee, Cost Accountants (Firm Registration No 000001)
as Cost Auditors for conducting the audit of cost records
of the Company for the Financial Year ending March 31,
2026.

Since the remuneration to be paid to the Cost Auditors for
the Financial Year 2025-26 is to be ratified by the Company's
Members, an appropriate resolution seeking Member's
approval is included in the Notice of the forthcoming AGM.

secretarial audit report

Messrs. Anjan Kumar Roy & Co., (Firm Unique Code -
S2002WB051400) Practicing Company Secretaries, was
appointed as the Secretarial Auditors of your Company for
the Financial Year ended March 31, 2025. The Secretarial
Audit Report pursuant to Section 204 of the Act, is attached in
Annexure - 'F' forming part of this Report.

Pursuant to Regulation 24A of the Listing Regulations,
the Secretarial Audit Reports of three material unlisted
subsidiaries of the Company namely Noida Power
Company Limited, Haldia Energy Limited and Dhariwal
Infrastructure Limited, for the Financial Year 2024-25 are
also attached and are forming part of the Annual Report as
Annexures 'F1', 'F2' and 'F3'. The Secretarial Audit Reports
of such material unlisted subsidiaries do not contain any
qualifications, reservations or adverse remark(s).

Further in terms of a recent amendment in Regulation 24A
of Listing Regulations, based on the recommendation of
the Audit Committee and subject to the approval of the
Company's members, the Board of Directors at its meeting
held on May 15, 2025 has approved and recommended
appointment of Messrs. Anjan Kumar Roy & Co., (Firm
Unique Code - S2002WB051400 and Peer Review
No:869/2020) Practicing Company Secretaries, as the
Secretarial Auditors of your Company for a term of upto
5 (Five) consecutive years to hold office from the conclusion
of forthcoming Forty-seventh AGM till the conclusion of
Fifty-second AGM of the Company to conduct Secretarial
Audit for the FY 2025-26 to FY 2029-30.

Notice for the forthcoming AGM of the Company includes
an appropriate resolution seeking Member's approval in
respect of appointment of Messrs. Anjan Kumar Roy & Co
for a period of five years.

vigil mechanism / whistle blower policy

Your Company promotes safe, ethical and compliant
conduct of all its business activities The Company has a
Vigil Mechanism / Whistle-blower policy in accordance
with Section 177 of the Act and Regulation 22 of Listing
Regulations to bring Company's attention to instances of
illegal or unethical conduct, actual or suspected incidents
of fraud, actions that affect the financial integrity of the
Company.

The said policy has been uploaded on the Company's
website and can be accessed at https://www.cesc.co.in/
storage/uploads/policies/WhistleBlowerPolicy.pdf.

The said policy provides a mechanism for employees
of the Company to approach the Chairman of the Audit
Committee of the Company through the Company
Secretary for redressal. No person had been denied access
to the Chairman of the Audit Committee and there was no
such reporting during the Financial Year 2024-25.

anti-bribery and anti-corruption policy

The Company is committed in doing business with integrity
and transparency and has zero tolerance approach to non¬
compliance with Anti-Bribery and Anti- Corruption Policy of
the Company. The Company prohibits bribery, corruption
and any form of suspicious payment (s) / dealing(s) in the
conduct of business operations.

insider trading

The Company's 'Insider Trading Prohibition Code' which
is in line with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended from time to time, lays
down the guidelines and procedures to be followed and
disclosures to be made by the Insiders, while dealing in
Company's securities.

In view of the aforesaid Regulations, the Company also
has in place a Structured Digital Database wherein details

of persons with whom Unpublished Price Sensitive
Information is shared on need-to-know basis and for
legitimate business purposes is maintained with time
stamping and audit trails to ensure non-tampering of the
database.

details of significant and material orders

No significant and material orders were passed by any
Regulators or Courts or Tribunals impacting the going
concern status and your Company's operations in future.

insolvency and bankruptcy code, 2016

During the year under review, there was no application
made or proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016.

change in the nature of the business

During the year under review, there was no change in the
nature of the business of the Company.

particulars of loans, guarantees or investments

Your Company, being a company providing infrastructure
facilities is exempt from the provisions applicable to loans,
guarantees, security and investments under Section
186(11) of the Act. Therefore, no details are required to be
provided.

deposit from public

During the year under review, the Company has not
accepted any deposit from the public and as such no
amount of principal or interest was outstanding as on the
date of the Balance Sheet.

conservation of energy, research & development,
technology absorption, foreign exchange
earnings and outgo

Particulars as required under Section 134 Act, relating to
Conservation of Energy and Technology Absorption is
given in Annexure 'G' forming a part of this report.

disclosure under electricity distribution
(accounts and additional disclosures) rules, 2024

The disclosure required under Rule 6 of the Electricity
Distribution (Accounts and Additional Disclosure) Rules,
2024, issued by the Ministry of Power (MoP) is available
on the website of the Company on the following link at
https://www.cesc.co.in/storage/uploads/misceHaneous/
ADS.pdf, which forms part of this Report.

annual return

Pursuant to Section 92 of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return is available on the website of the
Company on the following link at https://www.cesc.co.in/
storage/uploads/annreport/Annual-Return.pdf

particulars of employees and related disclosures

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are
provided in Annexure 'H'.

Details of employee remuneration as required under the
provisions of Section 197 of the Act and Rule 5(2) and 5(3)
of the aforesaid Rules are provided in Annexure I. In terms
of proviso to Section 136(1) of the Act, the Annual Report is
being sent to the Members excluding the Annexure I. Any
Member interested in obtaining a copy of the same may
write to Company Secretary at secretarial@rpsg.in.

None of the employees listed in the said Annexure are
related to any Director of the Company.

The Company has in place a Remuneration Policy for
Directors, Key Managerial Personnel and other Senior
employees, duly recommended by the NRC and approved
by the Board. The said Policy is uploaded on the website
of the Company and can be accessed at https://www.
cesc.co.in/storage/uploads/policies/REMUNERATION%20
POLICY CESC SM.pdf.

industrial relations

Industrial relations in the Company, during the year,
continued to be cordial. A detailed section on the
Company's Human Resource initiatives is included in the
Management Discussion and Analysis forming a part of this
report.

acknowledgement

The Board of Directors wishes to place on record its
appreciation for the committed and dedicated services
received from business partners, financial institutions,
banks, consumers and vendors during the year under
review.

The Board is also thankful to the Government of India, the
various ministries of the State Governments, the Central
and State Electricity Regulatory Authorities, communities
in the neighbourhood of our operations, municipal
authorities of Kolkata and local authorities in areas where
we are operational as well as to the Company's Members
for all the support rendered during the year.

The Directors also place on record its deep appreciation
for the Company's employees for their commitment and
contributions to the overall performance of the Company.

For and on behalf of the Board of Directors
Dr. Sanjiv Goenka

Place : Kolkata Chairman

Date : May 15, 2025 DIN: 00074796