Your Directors present the 31st Annual Report and the Audited Financial Statements for the financial year ended March 31,2025.Financial performance and the state of the Company’s affairs
The financial performance of the Company for the financial year ended March 31,2025, is summarised below:
Particulars
Financial Year ended March 31,2025
Financial Year ended March 31, 2024
(Standalone)
(Consolidated)
Total Income
10,055
8,25,704
10,963
8,26,023
Profit / (Loss) Before Tax
(9,410)
3,04,772
4,895
(1,85,435)
Less: Provision for Taxation (Net)
-
9,989
21,403
Profit / (Loss) After Tax
2,94,783
(2,06,838)
During the financial year 2024-25, the operating plants of theCompany, set up through its subsidiary companies, performedexceedingly well on efficiency parameters.
The Company’s Sasan Ultra Mega Power Plant (UMPP) (Capacity3,960 megawatt) continued its impressive performance withgeneration of 31,425 Million Units (MUs) with Plant Load Factor(PLF) of 90.6% which demonstrates its efficiency and reliability.Compared to the all India average thermal PLF of approximately69%, Sasan UMPP is operating at an exceptional level.
The Sasan UMPP stands as one of the largest integrated coal-based power plants globally. It is complemented by the Moherand Moher Amlohri Extension captive coal mines, which fulfill theplant’s fuel requirements. In the past year, the Sasan Coal Mineefficiently produced 18.12 million Million Tonnes (MT) of coal andremoved 47 million bank cubic metres of overburden.
The Rosa Thermal Power Plant, with a capacity of 1,200megawatt (MW), achieved a total generation of 7,403 MUsduring the current fiscal year, demonstrating consistent year-on-year performance.
The Solar Photovoltaic (PV) plant, with a capacity of 40 MW,utilizing photovoltaic panels to directly convert sunlight intoelectricity, generated 26.25 MUs during the year. Further, the 100MW Concentrated Solar Power (CSP) plant, concentrating solarenergy using mirrors to heat water to generate steam to driveturbines, produced 18.38 MUs during the year and contributedto cleaner and greener energy production.
The Butibori Power Project, a coal-based thermal plant with acapacity of 600 MW, was not in operation. Further, the lenders ofthe Butibori Project have enforced the pledge on the entire sharecapital of the Project Company namely, Vidarbha IndustriesPower Limited (VIPL), leading to takeover of the managementand control of VIPL.
Reliance Bangladesh LNG and Power Limited (RBLPL)is currently establishing a 718 MW (net) power plant atMeghnaghat, near Dhaka in Bangladesh. This project isbeing executed together with strategic partner JERA PowerInternational (Netherlands), a subsidiary of JERA Co. Inc.Japan. The temporary gas pipeline connection was completedin February 2024, and the project is anticipated to commencecommercial operations by September 2025.
As a step to transit toward renewable energy space, RelianceNU Suntech Private Limited, a wholly owned subsidiary ofthe Company has signed a Power Purchase Agreement withSolar Energy Corporation of India (SECI) to supply 930 MWof solar power integrated with 465 MW/1,860 megawatt-hour(MWh) Battery Energy Storage System (BESS). To achieve thecontracted capacity of 930 MW, the project will deploy morethan 1,700 MWp of installed solar generation capacity. It marksa significant milestone in the company’s strategic vision to shifttoward cleaner energy sources and play a pivotal role in shapingthe country’s sustainable energy future.
The Management Discussion and Analysis Report for thefinancial year under review, as stipulated under Regulation 34(2)of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015, as amended(the ‘Listing Regulations’), is presented in a separate sectionforming part of this Annual Report.
During the financial year under review, the Company issuedand allotted 46.20 crore warrants at an issue Price of I 33each, convertible into equivalent number of equity shares of theCompany on preferential basis to the Promoter entity and two
public investors, for cash (including conversion/ appropriation ofits existing outstanding debt), wherein an amount of I 645.15crore was received. The said funds have been utilized for thepurpose for which it was raised.
Further, on May 07, 2025, the Company has allotted 10.55crore fully paid up equity shares of I 10 each, at a price ofI 33 (inclusive of a premium of I 23) per share, upon exerciseof right attached to the warrants to the Promoter entity and oneof the public investor. Consequent to the aforesaid allotment,the paid-up share capital of the Company has increased fromI 4,016.97 crore to I 4,122.47 crore divided into 412.25 croreequity shares of I 10/- each. The aforesaid equity shares shallrank pari-passu in all aspects with the existing equity shares inthe Capital of the Company.
During the financial year under review, the Board of Directorsof the Company approved the issue of unsecured ForeignCurrency Convertible Bonds (FCCBs) upto USD 500million, with tenure of ten years and one day and a couponrate of 5% per annum, convertible into equity shares ofI 10 each, on a private placement basis to VFSI Holdings Pte.Limited or any affiliate of Varde Investment Partners, LP.
During the financial year under review, the Company hasconcluded the slump sale / transfer of the Wind Power Projectlocated at Vashpet, Maharashtra for a cash consideration ofI 132.39 crore (net of TDS).
The entire obligations of the Company as a Guarantor on behalfof Vidarbha Industries Power Limited (VIPL), the erstwhilesubsidiary of the Company, stand fully settled resulting in releaseand discharge of Corporate Guarantee, Undertakings and allobligations and claims thereunder in relation to the outstandingdebt of VIPL amounting to I 3,872.04 crore. Further, consequentto full payment of its outstanding interest in default on its termloan by Samalkot Power Limited, a subsidiary of the Company,the default of the Company as a guarantor to the aforesaidloan stands cured.
During the financial year under review, the members of theCompany approved the introduction and implementation of‘Reliance Power Employee Stock Option Scheme 2024’ (ESOS/ Scheme), for the employees of the Company and also tothe employees of group companies including its subsidiaries,associates and holding company.
The Nomination and Remuneration Committee of the Boardwill administer and monitor the Scheme, which is in compliancewith the SEBI (Share Based Employee Benefits and SweatEquity) Regulations, 2021 (SBEB Regulations). The relevant
disclosures in terms of SBEB Regulations along with theCertificate from the Secretarial Auditor on implementation of theScheme in terms of Regulation 13 of the SBEB Regulations areavailable on the Company’s website and can be accessed athttps://www.reliancepower.co.in/web/reliance-power/employee-stock-option-scheme-2024.
During the financial year under review, the Board of Directorshas not recommended dividend on the equity shares of theCompany. The Dividend Distribution Policy of the Companyis available on the Company’s website at the link https://www.reliancepower.co.in/documents/2181716/2364859/Dividend_Distribution_Policy_RPower.pdf
The Company has not accepted any deposits from the publicfalling within the ambit of Section 73 of the Companies Act,2013 (‘the Act’) and the Companies (Acceptance of Deposits)Rules, 2014. There are no unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to bedeposited with the Investor Education and Protection Fund ason March 31,2025.
The Company has complied with the applicable provisions ofSection 186 of the Act during the financial year under review.Pursuant to Section 186 of the Act, details of the Investmentsmade by the Company are provided in Note no. 3.2(a) of thestandalone financial statement.
During the financial year under review, the Company hasincorporated Reliance Transtech Private Limited as a stepdownwholly owned subsidiary. Also, Reliance Enterprises PrivateLimited was incorporated in Bhutan as an Associate Company.Further, RPL Photon Private Limited, RPL Sun Technique PrivateLimited, RPL Sun Power Private Limited and VIPL have ceasedto be the associates / subsidiary of the Company.
The summary of the performance and financial position of eachof the subsidiary companies and associates are presented inForm AOC-1 and in Management Discussion and Analysisreport forming part of this Annual Report. Also, a report on theperformance and financial position of each of the subsidiariesand associates as per the Act is provided in the consolidatedfinancial statement.
The Policy for determining material subsidiary company,as approved by the Board, may be accessed on theCompany’s website at the link https://www.reliancepower.co.in/documents/2181716/2364859/Policy_for_Determining_Material_Subsidiary_05022025.pdf
The audited financial statements of the Company drawn up,both on standalone and consolidated basis, for the financial yearended March 31,2025, in accordance with the requirements ofthe Companies (Indian Accounting Standards) Rules, 2015 (“IndAS”) notified under Section 133 of the Act, read with relevantRules and other Accounting Principles. The consolidated financialstatements have been prepared in accordance with Ind AS andrelevant provisions of the Act based on the financial statementsreceived from subsidiaries and associates, as approved by theirrespective Board of Directors.
In terms of the provisions of the Act, Shri Ashok Kumar Pal,Executive Director of the Company and Shri Harmanjit SinghNagi, Non- Executive Director of the Company retire by rotationand being eligible, offer themselves for re-appointment at theensuing Annual General Meeting.
During the financial year under review, Shri Ashok Kumar Pal,Chief Financial Officer of the Company, was appointed as anAdditional Director designated as an Executive Director witheffect from November 12, 2024, and accordingly vacated theoffice of the Manager of the Company. He continues to act asa Chief Financial Officer of the Company. Further, on November15, 2025, Shri Harmajit Singh Nagi and Shri Sachin Mohapatrawere appointed as an Additional Directors in the capacity of Non¬Executive Directors and Smt. Vijayalakshmy Gupta was appointedas an Additional Director in the capacity of Independent Director.Consequent to the above, the members of the Company dulyapproved their respective appointments through postal ballot onFebruary 10, 2025.
Further, Dr. Thomas Mathew was appointed as an AdditionalDirector in the capacity of Independent Director with effect fromDecember 25, 2024 and Shri Neeraj Parakh was appointedas an Additional Director designated as an Executive Directorand Chief Executive Officer of the Company with effect fromJanuary 20, 2025. Thereafter, the members of the Company dulyapproved their respective appointments through postal ballot onMarch 23, 2025.
Shri Sateesh Seth, Shri Punit Narendra Garg, Shri Raja GopalKrotthapalli, Smt. Chhaya Virani and Smt. Manjari Ashok Kackerhave tendered their resignations as Directors of the Companywith effect from November 15, 2024, due to preoccupations. TheBoard places on record its sincere appreciation for the valuablecontribution made by them throughout their respective tenuresas Directors of the Company.
The Company has received declaration from all the IndependentDirectors of the Company confirming that they meet the criteriaof independence as prescribed under Section 149(6) of the Actand Regulation 16(1)(b) of the Listing Regulations. The detailsof programme for familiarisation of Independent Directors with
the Company, nature of the industry in which the Companyoperates and related matters are uploaded on the website ofthe Company at the link: https://www.reliancepower.co.in/documents/2181716/13395902/Familiarization Pogrammefor Independent Directors.pdf
In the opinion of the Board, the Independent Directors possessthe requisite expertise and experience and are persons ofhigh integrity and repute. They fulfill the conditions specified inthe Act and the Listing Regulations made thereunder and areindependent of the management.
Shri Neeraj Parakh, Executive Director and Chief ExecutiveOfficer; Shri Ashok Kumar Pal, Executive Director and ChiefFinancial Officer and Smt. Ramandeep Kaur, CompanySecretary are the Key Managerial Personnel of the Company.
The Nomination and Remuneration Committee of the Boardof the Company has devised a framework for performanceevaluation of the Directors, Board and its Committees, whichincludes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations,the Board has carried out an annual performance evaluation ofthe Board collectively, the Directors individually as well as theevaluation of the working of the Committees of the Board. TheBoard performance was evaluated based on inputs receivedfrom all the Directors after considering the criteria such as Boardcomposition and structure, effectiveness of Board / Committeeprocesses and information provided to the Board, etc.
Pursuant to the Listing Regulations, performance evaluation ofIndependent Directors was done by the entire Board, excludingthe Independent Director being evaluated.
A separate meeting of the Independent Directors was alsoheld for the evaluation of the performance of Non-IndependentDirectors and the performance of the Board as a whole.
Policy on appointment and remuneration forDirectors, Key Managerial Personnel and SeniorManagement Employees
The Nomination and Remuneration Committee of theBoard has devised a policy for selection, appointment andremuneration of Directors, Key Managerial Personnel andSenior Management Employees. The Committee has alsoformulated the criteria for determining qualifications, positiveattributes and independence of Directors. The policy, interalia, covers the details of the remuneration of Directors, KeyManagerial Personnel and Senior Management Employees,their performance assessment and retention features. Thepolicy has been put up on the Company’s website at https://www.reliancepower.co.in/documents/2181716/2364859/Remuneration Policy 25052024 new.pdf
Pursuant to the requirements under Section 134(5) of the Actwith respect to Directors’ Responsibility Statement, it is herebyconfirmed that:
i. In the preparation of the annual financial statement, forthe financial year ended March 31, 2025, the applicableaccounting standards had been followed along with properexplanation relating to material departures, if any;
ii. The Directors had selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company asat March 31,2025 and of the loss of the Company for theyear ended on that date;
iii. The Directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;
iv. The Directors had prepared the annual financial statementsfor the financial year ended March 31, 2025, on a ‘goingconcern’ basis;
v. The Directors had laid down internal financial controls tobe followed by the Company and such internal financialcontrols are adequate and are operating effectively; and
vi. The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
All contracts, arrangements and transactions entered intoby the Company during the financial year under review withrelated parties were at an arm’s length basis and in the ordinarycourse of business.
There were no materially significant related party transactionsmade by the Company with Promoters, Directors, KeyManagerial Personnel or other designated persons, which couldhave potential conflict with the interest of the Company at large.
During the financial year under review, the Company has notentered into any contract/arrangement/transaction with relatedparties which could be considered material and requiredapproval of members of the Company, in accordance with thepolicy of Company on materiality of related party transactions,or which is required to be reported in Form AOC - 2 in terms ofSection 134(3) (h) read with Section 188 of the Act and Rule 8(2)of the Companies (Accounts) Rules, 2014, as amended.
All the required Related Party Transactions were placed beforethe Audit Committee for approval. Omnibus approval of the Audit
Committee was obtained for the transactions, which were of arepetitive nature. The transactions entered into pursuant to theomnibus approval so granted, were reviewed and statementsgiving details of all related party transactions were placed beforethe Audit Committee on a quarterly basis. The policy on RelatedParty Transactions as approved by the Board is uploaded on theCompany’s website at the link https://www.reliancepower.co.in/documents/2181716/2364859/Related Party TransactionsPolicy 05022025.pdf
Your Directors draw attention of the Members to Note no. 12to the Standalone financial statement, which sets out relatedparty disclosures pursuant to Ind AS and Schedule V ofListing Regulations.
There have been no material changes or commitments affectingthe financial position of the Company which have occurredbetween the end of the financial year and the date of this report.
During the financial year ended March 31, 2025, fourteen BoardMeetings were held. Details of the meetings held and attendedby each Director are given in the Corporate Governance Reportforming part of this Annual Report.
As on date, the Audit Committee of the Board of Directorscomprises of Independent Directors namely Shri AshokRamaswamy as Chairman and Shri Vijay Kumar Sharma,Dr. Thomas Mathew and Dr. Vijayalakshmy Gupta as Members.
During the financial year under review, all the recommendationsmade by the Audit Committee were accepted by the Board.
M/s. Pathak H.D. & Associates LLP, Chartered Accountants,were appointed as statutory auditors of the Company at the27th Annual General Meeting of the Company held on September14, 2021 to hold office for a term of 5 (five) consecutive years untilthe conclusion of 32nd Annual General Meeting of the Company.
The Company has received confirmation from M/s. Pathak H.D.& Associates LLP, Chartered Accountants that they are notdisqualified from continuing as the Auditors of the Company.
The observations and comments given by the Auditors in theirreport, read together with notes on Standalone and ConsolidatedFinancial Statements are self-explanatory and hence do not callfor any further comments under Section 134 of the Act.
No fraud has been reported by the Auditor to the AuditCommittee or the Board.
Pursuant to the provisions of the Act and the Companies (Auditand Auditors) Rules, 2014, the Board of Directors have appointedM/s. VJ. Talati & Co., Cost Accountants, as the Cost Auditors ofthe Company in respect of its Power Projects, for the financialyear ending March 31, 2026, and their remuneration is subjectto ratification by the Members at the ensuing Annual GeneralMeeting of the Company.
The provisions of Section 148(1) of the Act continue to applyto the Company and accordingly the Company has maintainedcost accounts and records in respect of the applicable productsfor the year ended March 31,2025.
During the financial year under review, the Company hascomplied with the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India.
Pursuant to the provisions of Section 204 of the Act read withthe Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Board of Directors has appointedM/s. Ajay Kumar & Co., Company Secretaries in Practice, toundertake the Secretarial Audit of the Company for the financialyear 2024-25. There is no qualification, reservation or adverseremark made by the Secretarial Auditors in the SecretarialAudit Report for the financial year ended March 31, 2025. TheAudit Report of the Secretarial Auditors of the Company andits material subsidiaries for the financial year ended March 31,2025 are attached hereto as Annexure A1 to A3.
Pursuant to Regulation 24A of the Listing Regulations, theCompany has obtained Secretarial Compliance Report from aPracticing Company Secretary on compliance of all applicableSEBI Regulations and circulars/ guidelines issued there underand copy of the same shall be submitted to the Stock Exchangeswithin the prescribed due date.
The observations and comments given by the SecretarialAuditors in the report are self-explanatory and hence do not callfor any further comments under Section 134 of the Act.
Pursuant to the amended provisions of Regulation 24A of theListing Regulations requiring the appointment of SecretarialAuditors by the Members of the Company, the Board ofDirectors have approved and recommended the appointment ofM/s. Ashita Kaul & Associates, Practicing Company Secretaries(CP No: 6529) as the Secretarial Auditors of the Company fora term of five (5) consecutive financial years commencing fromApril 01,2025 till March 31,2030, for approval of the members atthe ensuing Annual General Meeting of the Company.
Pursuant to Section 92(3) read with Section 134(3)(a) of theAct, the Annual Return as on March 31,2025 is available on theCompany’s website and can be accessed at the link https://www.reliancepower.co.in/web/reliance-power/annual-return
In terms of the provisions of Section 197(12) of the Act readwith Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, asamended, a statement showing the names and other particularsof the employees drawing remuneration in excess of the limitsset out in the said Rules are provided in the Annual Report.
Disclosures relating to the remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) ofthe aforesaid Rules, also form part of this Annual Report.
However, having regard to the provisions of second provisoto Section 136(1) of the Act, the Annual Report excluding theaforesaid information, is being sent to all the Members of theCompany and others entitled thereto. Any member interested inobtaining the same may write to the Company Secretary and willbe furnished on request.
The particulars as required to be disclosed in terms of Section134(3)(m) of the Act read with Rule 8 of the Companies(Accounts) Rules, 2014, are given in Annexure B forming partof this Report.
The Company has adopted Corporate Governance Policies andCode of Conduct, which sets out the systems, processes andpolicies conforming to the international standards. The report onCorporate Governance as stipulated under Regulation 34(3) readwith para C of Schedule V of the Listing Regulations is presentedin a separate section forming part of this Annual Report.
A certificate from M/s. Ajay Kumar & Co., Practicing CompanySecretaries, confirming compliance to the conditions ofCorporate Governance as stipulated under Para E of ScheduleV to the Listing Regulations is enclosed to this Report.
In accordance with Section 177 of the Act and Regulation 22of the Listing Regulations, the Company has formulated a VigilMechanism to address the genuine concerns, if any, of theDirectors and employees. The vigil mechanism is overseen bythe Audit Committee and every person has direct access to theChairperson of the Audit Committee.
The details of the same have been stated in the Report onCorporate Governance and the policy can also be accessed onthe Company’s website at the link https://www.reliancepower.co.in/documents/2181716/2364859/Whistle Blower VigilMechanism_Policy_25052024.pdf
The Board of the Company has constituted a Risk ManagementCommittee which consists of Independent Directors andExecutive Directors of the Company. The details of theCommittee and its terms of reference, etc. are set out in theCorporate Governance Report forming part of this Report.
The Company has a Business Risk Management Frameworkto identify, evaluate business, risks and opportunities. Thisframework seeks to create transparency, minimize adverse impacton the business objectives and enhances Company’s competitiveadvantage. The Business Risk Management Framework definesthe risk management approach across the enterprise at variouslevels including documentation and reporting.
The risks are assessed for each project and mitigation measuresare initiated both at the project as well as the corporate level.More details on Risk Management indicating development andimplementation of Risk Management policy including identificationof elements of risk and their mitigation are covered in ManagementDiscussion and Analysis report, which forms part of this Report.
Compliance with provisions of Sexual Harassmentof Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013
The Company is committed to uphold and maintain the dignityof women employees and it has in place a policy which providesfor protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.The Company has also constituted an Internal ComplianceCommittee in accordance with the provisions of this Act. Duringthe financial year under review, no complaints pertaining tosexual harassment were received.
The Company has constituted Corporate Social Responsibility(CSR) and Sustainability Committee in compliance with theSection 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules, 2014. The CSR and SustainabilityCommittee has formulated a Corporate Social ResponsibilityPolicy (CSR policy) indicating the activities to be undertaken bythe Company. At present, the CSR and Sustainability Committeeof the Board consist of Independent Directors namely Shri AshokRamaswamy as Chairman and Dr. Thomas Mathew, Shri VijayKumar Sharma and Dr. Vijayalakshmy Gupta as Members. Thedisclosure with respect to CSR activities is given as Annexure C.
The CSR policy formulated by the Committee may be accessedon the Company’s website at the link https://www.reliancepower.co.in/documents/2181716/2364859/CSR Policy.pdf
No orders have been passed by the Regulators or Courts orTribunals which impact the going concern status of the Companyand its operations.
The Company has in place adequate internal financial controlswith reference to financial statement across the organization.The same is subject to review periodically by the internal auditorsfor its effectiveness. During the financial year under review, suchcontrols were tested and no reportable material weaknesses inthe design or operations were observed.
Business Responsibility & Sustainability Report for thefinancial year under review as stipulated under the ListingRegulations is presented under separate section forming part ofthis Annual Report.
During the financial year under review, one application wasfiled against the Company under Insolvency and BankruptcyCode, 2016 and the same has also been withdrawn. Further, noproceedings are pending under the Insolvency and BankruptcyCode, 2016, as at the end of the financial year.
During the financial year under review, the Company has nottransferred any amounts to reserves; not issued any equityshares with differential rights as to dividend, voting or otherwisenor issued any sweat equity shares to its Directors or Employees.Additionally, the Company did not enter into any agreement forone-time settlement with any Bank or Financial Institution
Your Directors would like to express their sincere appreciationfor the cooperation and assistance received from members,debenture holders, debenture trustee, bankers, financialinstitutions, government authorities, regulatory bodies and otherbusiness constituents during the financial year under review.Your Directors also wish to place on record their deep senseof appreciation for the commitment displayed by all executives,officers and staff.
For and on behalf of the Board of Directors
Ashok Ramaswamy Neeraj Parakh
Place: Mumbai Director Executive Director and Chief Executive Officer
Date: May 09, 2025 DIN: 00233663 DIN: 07002249