It is indeed my proud privilege on behalf of our Board of Directors to present the 68^th Director's Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2024 and the reports of Statutory Auditors and Comptroller and Auditor General (C&AG) of India.

Major Highlights

The Financial Year (FY) 2023-24 has been a year of good achievements for your Company with all-round performance. The significant highlights of achievements during the financial year 2023-24 are as follows:

Operational Performance

Mining - Lignite

Your Company is presently operating three opencast Lignite Mines at Neyveli in the State of Tamil Nadu and one opencast Lignite Mine at Barsingsar in the State of Rajasthan. The total mining capacity of all the Lignite Mines is 30.10 MTPA.

During the FY 2023-24, the total overburden (OB) removed in the Lignite Mines was 1380.63 Lakh Cubic Metre (LM³) as against 1453.17 LM³ removed in the year 2022-23. The Lignite Production in the year under review was 236.80 Lakh Tonne (LT) as against 235.30 LT during the year 2022-23.

The Raw Lignite Sales (RLS) to TAQA (IPP) and direct sales in the open market during the year 2023-24 was 15.74 LT & 6.86 LT as against 12.34 LT & 8.84 LT, respectively achieved in the year 2022-23.

Mining - Coal

Your Company is also operating open cast Coal mines in Talabira II & III at Odisha, with a mining capacity of 20.0 MTPA.

During the FY 2023-24, the total overburden (OB) removed in Coal Mines was 131.80 LM³ as against 80.08 LM³ in the year 2022-23.

The coal production achieved was 126.41 LT as against 100.26 LT during the year 2022-23, with an increase of 26.08%.

With respect to coal production in Talabira Mines, considering the high demand of coal especially for power generation, your Company has taken steps to achieve production of 126.41 LT as against the target of 120.00 LT.

Your Company is also taking all out efforts to augment the Coal production from Talabira Mine during the current year. This will not only provide fuel security to End Use Plants but also make available coal in the market. The coal produced is being supplied to one of the End Use Plant viz., NTPL's Plant at Tuticorin, Tamil Nadu, which is a 89:11 Joint Venture of NLC India Limited (NLCIL) & Tamil Nadu Generation and Distribution Corporation Limited (TANGEDCO).

Ministry of Coal (MoC), Govt. of India on 19.02.2021 has enabled the Talabira II & III OCP Mine for sale of excess Coal directly after meeting the requirement of End Use Plant. Further, on 02^nd November, 2021, approval has also been granted by MoC for the sale of coal upto 75% of coal production till 31^st March, 2026 after meeting the requirements of End Use plants subject to certain conditions.

The Coal sales from the Talabira Coal Mines during the year under review was 117.62 LT as compared to 98.98 LT during the year 2022-23.

The total lignite and coal mining capacity of your Company is 50.10 MTPA.

Power

The total power generation capacity of the Company as on 31^st March, 2024, including renewables is 5,071.06 MW and for NLCIL Group is 6,071.06 MW (including the capacity of NTPL, the Subsidiary Company).

During the FY 2023-24, the total Power Generation (Gross) was 21,643.87 Million Units (MU) as against 24,152.81 MU, during the FY 2022-23. The Power Export during the year 2023-24 was 18,890.09 MU as against 21,281.99 MU in the year 2022-23. Out of the above, the Power Generation through Renewable Energy constitutes for 2,100.10 MU during the year as against 2,194.55 MU during the FY 2022-23.

The Power Surrender during the FY 2023-24 was 612.08 MU as against 622.28 MU during the FY 2022-23 out of which revenue earned from URS sales is ^ 21.32 Crore (Sale of 68 MU) as against ^ 94.64 Crore (Sale of 220.70 MU) during the FY 2022-23.

The total power generation of the NLCIL group including NTPL was 27,106.21 MU as against 30,082.80 MU during the FY 2022-23.

Productivity

The output per man-shift achieved during the year 2023-24 are given below:

Financial Performance

During the year 2023-24, your Company on a Standalone basis had registered a revenue from operations of ^10,518.64 Crore as against ^12,955.00 Crore during the year 2022-23. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the year 2023-24 were ^2,787.89 Crore and ^1,846.58 Crore respectively, as against ^1,724.15 Crore and ^1,248.24 Crore respectively during the previous year 2022-23.

On a consolidated basis, the total revenue from operations for the year 2023-24 was ^12,999.03 Crore as against ^16,165.24 Crore in 2022-23.

Shareholding of Government of India (GoI)

The shareholding of the President of India as on 31.03.2024 in the Company is 72.20%. During the Financial year 2023-24, the promoter of the Company, The President of India, acting through Ministry of Coal, Government of India had offered for sale of upto 97,064,562 equity shares which is 7.00% of the total paid up equity shares of NLC India Limited, through OFS - Stock Exchange mechanism. Further, 43,713 shares representing 0.00436% of the paid-up equity share capital of the Company were also offered to the employees of the Company under OFS. Out of that 100 shares were accepted and allotted through the Employee OFS.

The number of shares and percentage of shares held by the Promoter before and after the disinvestment done through Offer for Sale were 109,82,21,224 equity shares (79.20% of the paid-up equity share capital) and 100,11,56,662 equity shares (72.20% of the paid up equity share capital) of the Company.

Dividend

For the year 2023-24, the Board of Directors of your Company had paid an Interim Dividend of 15% of paid up share capital (^ 1.50 Per

equity share). Further, your Board has also recommended a final dividend of 15% of paid up share capital (^1.50 per equity share) subject to the approval of the shareholders. The total dividend for the year 2023-24 including Interim Dividend already paid is 30% of paid up share capital and the same works out ^416.00 Crore.

Transfer to Reserve

There is no amount proposed to be transferred to any specific Reserves.

MOU Parameters

During the year 2023-24, 1951 vendors had sought permission to get registered in TReDS Portal compared to only 36 vendors during the previous year 2022-23 and your Company had accepted all the 1951 requests and all got registered in TReDS portal. So far, 1987 vendors have been registered in the TReDS portal. At the same time, your Company is also registered in TReDS portal to undertake the transactions facilitating 100% acceptance of invoices uploaded by the registered vendors through the portal.

PROJECTS UNDER IMPLEMENTATION

The details of projects under implementation are as under:

150 MW Hybrid (Solar Wind) RE Power Project (SECI)

Your Company had participated in the Wind & Solar Hybrid RfS floated by SECI and emerged as a successful bidder for 150 MW with a quoted tariff of ^2.34/Unit. LOA has been received from SECI to this effect and PPA has been signed.

For 50 MW Wind, LOA has been issued to INOX on 1^st February, 2024 and land lease agreement has been signed. For 100 MW Solar, LOA has been issued to Enerture Technologies Private Limited on 26^th February, 2024. Further activities are under progress.

510 MW Solar Power Project under CPSU scheme

Your Company has emerged as a successful bidder in IREDA CPSU scheme tender for setting up 510 MW Solar power project. The Project is being executed in 3 phases of 300 MW in Rajasthan, 200 MW in Gujarat and 10 MW in Neyveli for Smart City.

Your Company has issued LoA to Tata Power Solar Systems Ltd. (TPSSL) for 300 MW Solar Power Project at Barsingsar and erection, piling & fencing works are under progress. PPA signed with RUVNL for 300 MW. For remaining 200 MW, Consent received from Telangana State on 30^th June, 2023 and award has been placed on 16^th October, 2023 on successful bidder KOSOL Energie Private Limited.

Ground Mounted Solar Power Project (10 MW) at Neyveli was commissioned on 30^th October, 2023 at a capital cost of ^42.94 Crore.

GSECL - Solar Park, Gujarat (600 MW)

GUVNL floated tender for installation of 800 MW Solar power project with Greenshoe option at Gujarat State Electricity Corporation Ltd (GSECL) Solar Park, Khavda, Gujarat. Your Company has won 300 MW on 01^st July, 2023 and further, your Company accepted offer for additional 300 MW under Greenshoe option. Letter of Award (LoA)

was received on 03^rd August, 2023, procurement of BoS, Modules and other activities are under progress.

50 MW Solar at Mined out Area

For installation of 50 MW Solar power projects in Reclaimed area of Mine-II, Neyveli, LoA has been issued for module procurement & BoS package. Geo-technical investigation commenced & Infrastructure development work at site are under progress.

810 MW Solar in Rajasthan Area

Your Company has won 810 MW of Grid Connected Solar Power project under competitive bidding in the tender floated by RRVUNL for development in Pugal Solar Park, Bikaner, Rajasthan. Letter of Intent (LoI) was received from RRVUNL on 3^rd October, 2023. Pre tendering activities are under progress.

NLC Talabira Thermal Power Project (3 X 800 MW)-Phase-I

NLC Talabira Thermal Power Project (NTTPP), a coal based thermal power project of capacity 2400 MW with three units of 800 MW capacity each, is proposed to be set up at Jharsuguda & Sambalpur District in the State of Odisha, linked to the allocated captive mine Talabira II & III OCP at a total estimated project cost of ^ 27,212.96 Crore.

The proposed plant will be of state of the art Ultra Super-critical technology, compliant with latest emission norms. All statutory approvals for setting up the project including the Environmental Clearance have already been obtained. Power Purchase Agreement for the off-take of 2,400MW power from this project has already been signed with TANGEDCO (for 1,500MW), Puducherry DISCOM (for 100MW), KSEB Kerala (for 400MW) and GRIDCO Odisha (for 400MW).

The EPC contract has been awarded to BHEL on 12^th January, 2024. BHEL started topography survey and soil investigation in Project Area. The first Unit of the project is scheduled to be commissioned in 52 months from the date of issue of Notice To Proceed (NTP) and the other units with a gap of 6 months each. The land acquisition for the project is in progress.

Thermal Power Station II 2^nd Expansion

Thermal Power Station II 2^nd Expansion (TPS II SE) is a lignite based thermal power plant of capacity 1,320 MW with two units of 660 MW capacity each, proposed to be set up at Mudanai village (near Neyveli), Cuddalore District, Tamil Nadu which is linked to Lignite Mines of Neyveli. All necessary approvals for setting up the project including the Environmental Clearance have already been obtained. TANGEDCO has expressed their willingness to procure the entire 1320 MW from this proposed project. However, Ministry of Power (MoP) has allocated 1,081.69 MW to TANGEDCO and 40.31 MW to Puducherry Electricity Department. Land for the project is already in possession of your Company. Consent to Establish is also available. EPC Tender has been floated on 01^st October, 2022.

Meanwhile, there is no bid submission by the bidders due to issues in technology associate tie up for 660 MW supercritical lignite fired unit configuration. Hence, Initiatives for FR preparation is in progress for two units of 500 MW as per the directives of MoP.

Overburden (OB) to M-Sand

Your Company's in-house research centre, CARD had earlier undertaken a research project jointly with IIT/Madras for conversion of OB materials into aggregates and that the preliminary study indicated that OB materials contain 40% to 70% sand & considerable quantity of clay. Board of Directors of your Company has approved setting up of M-Sand Beneficiation Plants at Neyveli in each Mine under Build Own & Operate (BOO) Model.

Considering the potential of aggregates (M-Sand) as mentioned above and its growing demand, one 0.42 MTPA Capacity plant was commissioned in Mine IA and trial run was taken on 01^st April, 2024. Govt. of Tamil Nadu accorded approval for the product quality on 31^st July, 2024. Permission from Govt. of Tamil Nadu for use of overburden is awaited.

Further, order has been issued for setting up of M-Sand Plant of 1 MTPA capacity in Mine-I on 12^th June, 2024. Commercial operation from this plant is expected from June 2025.

Lignite to Methanol

As a diversification initiative, your Company has taken initiative to set up the Lignite to Methanol (LTM) Project utilizing the lignite from Neyveli Mines with a plant capacity of 1,200 Tonnes per Day (TPD) on Lump Sum Turnkey (LSTK) mode, at an estimated cost of ^4,395 Crore.

Engineers India Limited (EIL) has been appointed as the Project Management Consultant for this Project. NLCIL has entered into engineering service agreement with licensor Air Products. GTE has been floated for LEPC-1 (Gasification Block) and for LEPC-2 (Methanol Synthesis Block). Tender for LEPC-1 was cancelled on 1^st April, 2024 due to significantly higher quote and retendering is under process. Bid for LEPC-2 was opened on 31^st May, 2024 and techno-commercial evaluation is under progress.

Mine-III (11.5 MTPA)

The project with a capacity of 11.50 MTPA encompassing a project area of 3,893 Ha is proposed to be commissioned to fuel

the requirement of TPS II 2^nd Expansion at an estimated cost of ^3,755.71 Crore. The block has a mineable reserve of 415 MT. The process of obtaining all necessary approvals for commencement of mining project is in progress. The project is expected to commence its operations by the year 2027. MoC has accorded In principal approval for the mining plan and Mine Closure Plan (Modification) of Mine-III on 23^rd July, 2024. Administrative approval from GoTN for Land Acquisition is in process.

Commercial Mining

North Dhadu (Western Part) Coal mine (3.0 MTPA)

Your Company won the bid for North Dhadu (Western Part) Coal Mine in Latehar District of Jharkhand @ 6% revenue sharing. The coal mine forms part of the North Karanpura coal field and it is having an area of 5.33 sq. km. It is fully explored having a geological reserve of 435 MT of G12 grade of coal.

Tentative capacity of the coal mine is 3.0 MTPA. Vesting Order issued on 14^th December, 2023. MoC issued notification u/s 4(1) of CBA(A&D), 1957 on 29^th May, 2024. Further activities of obtaining Statutory approvals, Preparation of Mine Plan & Mine Closure Plan, obtaining Environment Clearance are under progress. The coal will be sold on commercial basis.

Machhakata (Revised) Coal Mine (30.0 MTPA)

Your Company has participated and emerged as successful bidder for Machhakata (Revised) Coal Mine in Angul district of Odisha on 04^th July, 2024. The mine has a potential normative production capacity of 30.0 MTPA. Your company signed CMDPA with MoC on 15^th July, 2024. Geological Report & Mine Plan preparation works are under progress.

Consultancy Services for selection of MDO

Your Company has been awarded a work order for providing consultancy services to Uttar Pradesh Rajya Vidyut Utpadan Nigam Limited (UPRVUNL) for selection of MDO, supervision & monitoring of exploration and other site activities for its Saharpur Jamarpani Coal Block in Jharkhand. NLCIL floated tender for selection of MDO on 14^th September, 2023 & bid was opened on 22^nd April, 2024. As no bidders participated, the tender was cancelled and the same was intimated to UPRVUNL. Based on the request received from UPRVUNL, your Company suggested way forward and further activities are under progress in this regard.

Projects under formulation

The details of projects under formulation are as under:

Green Energy

Considering the thrust being given by the Government of India (Gol) for development of 500 GW of Renewable Energy (RE) capacity by 2030, your Company is exploring RE business as its next pillar of growth. Your Company has prepared its business plans to tap this opportunity appropriately while continuing work on operating its thermal fleet efficiently, economically and reliably to meet the growing energy needs of the country.

Corporate Plan 2030

Mining Projects

Your Company is presently operating three opencast lignite Mines at Neyveli in the State of Tamil Nadu and one opencast lignite Mine at Barsingsar in the State of Rajasthan. The total mining capacity of all the lignite Mines is 30.10 MTPA.

In lignite mining, your Company proposes to operate Mine-Ill (11.5 MTPA) in Neyveli, Tamil Nadu with TPS-II Second Expansion as linked end use plant and Bithnok Lignite Mine (2.25 MTPA) in Bikaner district of Rajasthan, thereby envisaging an aggregate lignite mining capacity of 41.35 MTPA by FY 2029-30.

Your Company has also started Coal mining operations in Talabira II & Ill Opencast Coal Mines at Odisha, with a mining capacity of 20.0 MTPA, from 26^th April, 2020.

In the Coal Sector, through NUPPL, its subsidiary, your Company is developing the Pachwara South Coal block in the state of Jharkhand, with a capacity of 9.0 MTPA with Ghatampur Thermal Power Plant (3 x 660 MW) as end use plant. Your Company has entered into commercial mining of coal through successful bids for North Dhadu (Western Part) Coal mine in Latehar District of Jharkhand with the tentative capacity of 3 MTPA and Machhkata (Revised) Coal Mine (30.0 MTPA) in Angul district of Odisha. Thereby envisaging an aggregate coal mining capacity of 62.0 MTPA including Talabira II & Ill OCP (20.0 MTPA). The Mining Capacity would reach 104.35 MTPA by FY 2029-30.

With the recent developments in Renewable energy sector and the strategic importance of the critical minerals required for RE, your Company is in the process of participating in upcoming auctions and envisions achieving a critical mineral mining capacity of

l. 0 MTPA by FY 2029-30.

Total CAPEX projected for FY 2025-30 for the mining projects is estimated above ^15,226 Crore.

Power Generation Projects

Your Company is currently operating five lignite based thermal power stations, four at Neyveli, in Tamil Nadu and one at Barsingsar, in Rajasthan, with an aggregate capacity of 3,640 MW. Your Company through NTPL, the Subsidiary, is operating one coal based thermal power plant of 1,000 MW (2 X 500 MW) capacity at Tuticorin, Tamil Nadu. On implementation of two Coal based Thermal Power Projects viz GTPP (NUPPL) of capacity 1,980 MW (3X660 MW), Talabira Thermal Power Project (Phase I & II) of capacity 3,200 MW (4 X 800 MW) and lignite based Thermal Power Project TPS II 2^nd Expansion of capacity 1,000 MW (2X500 MW), the power generation capacity would reach 10,020 MW. The Projected CAPEX for FY 2025-30 for the Thermal Projects is estimated to the tune of ^ 53,487 Crore.

On the Renewable front, by the year 2030, your Company plans to increase its capacity from 1,431 MW to 10,110 MW by implementing various Solar & Wind Projects. At present 2,110 MW of RE projects are under implementation. The Projected CAPEX for FY 2025-30 for Renewable Energy is ^44,918 Crore. The Total Installed Power Capacity would reach 20,130 MW.

Diversification Projects

Your Company has adopted the diversification strategy and has ventured into implementation of OB to M-Sand, Lignite to Methanol, Battery storage & Green Hydrogen. Further, EV Charging stations, Lignite to diesel, IGCC Technology projects are being taken up on Pilot Scale under Clean Energy. MoU signed with WAPCOS, for the purpose of carrying out collaborative technical services and advisories for development of various schemes of Pumped storage, Reservoirs/Storage, Run of River Hydro-Power Projects in India. Feasibility report of some of these projects are under preparation. The Projected CAPEX for FY 2025-30 for Diversification projects is

m, 223 Crore.

The total capital expenditure for mining, power generation and diversification businesses has been estimated to cross ^1.25 Lakh Crore by the year 2030.

SUBSIDIARIES /JOINT VENTURES:

Iju NLC Tamil Nadu Power Limited (NTPL)

^ A Joint Venture between NLCIL and TANGEDCO Tuticorin Power Plant (1000 MW) in Tamil Nadu

As Members may be aware that NTPL, the Subsidiary Company is operating a 1,000 MW coal based thermal power plant in Tuticorin in the State of Tamil Nadu. During the year 2023-24, the total Power Generation (Gross) of NTPL was 5,462.34 MU (excluding power surrender) as against 5,929.99 MU registered in the year 2022-23.

During the year ended 31^st March, 2024, NTPL registered a revenue from operations of ^2,739.05 Crore as against ^3,502.78 Crore registered in the year 2022-23. The Profit Before Tax & Profit After Tax for the year 2023-24 were ^201.16 Crore and ^129.16 Crore respectively as against ^433.08 Crore and ^278.65 Crore registered in the year 2022-23. Interim Dividend of ^0.30 (3%) per equity share was declared by NTPL Board for the FY 2023-24 and the same was paid on 20^th February, 2024.

Neyveli Uttar Pradesh Power Limited (NUPPL)

A Joint Venture between NLCIL & UPRVUNL ^ Ghatampur Thermal Power Project (GTPP) (1,980 MW) linked to Pachwara South Coal Block (9.0 huppi. MTPA) in Jharkhand

NUPPL, the Subsidiary Company is implementing the 3 x 660 MW Ghatampur Coal based Thermal Power Project (GTPP) at Ghatampur Tehsil, Kanpur Nagar District in the State of Uttar Pradesh at a project cost of ^19,406.12 Crore (RCE I). The project is expected to be commissioned during FY 2024-25.

This project is being monitored by MoC and at the apex level by the Office of Prime Minister and is considered as the signature project. The Board of NUPPL is taking all necessary steps to expedite the implementation of the Project.

NUPPL has signed a Power Purchase Agreement (PPA) with Uttar Pradesh Power Corporation Limited (UPPCL) for supplying 75% of the Power from the plant. In line with the revised power allocation by Ministry of Power, Gol, PPA for 492.72 MW power (24.88%) has been signed with APDCL on 13^th June, 2023.

The coal supply for the GTPP is linked to Pachwara South Coal Block (PSCB) which is in advance stage of obtaining necessary clearances/approvals for commencement of mining operations. Based on the Company's request, CEA had recommended Coal India Limited (CIL) to supply 0.99 MT (0.33 MT for each unit) coal to GTPP to facilitate commissioning activities, trial run & achieving COD. Standing Linkage Committee (Long-Term) on 07^th March, 2024, recommended bridge linkage of 4.903 MT operational coal for FY 2024-25 from Coal India Limited.

The thermal project has achieved a CAPEX of ^1,909.49 Crore in the year 2023-24. The cumulative capital expenditure incurred since inception up to 31^st March, 2024 for the thermal project is ^16,781.32 Crore.

Pachwara South Coal Block (9.0 MTPA) in Jharkhand

NUPPL has been allotted Pachwara South Coal Block (PSCB), in the State of Jharkhand, with a normative capacity of 9.0 MTPA at an estimated cost of ^2,242.90 Crore. The Mining plan & Mine Closure plan of PSCB has been approved by MoC. Public Investment Promotion Board (PIB) Committee Recommended for implementation PSCB project at Capital Cost of ^2242.90 on 04.10.2023. The same was approved by Cabinet Committee on Economic Affairs (CCEA) on 24.04.2024. Environmental Clearances, Forest Clearances, Land Acquisition for coal evacuation route of PSCB and development of Rail Infrastructure for Coal Evacuation is under progress. The cumulative capital expenditure incurred up to 31^st March, 2024 is ^154.28 Crore.

| A % Coal Lignite Urja Vikas Private Limited (CLUVPL)

A Joint Venture Company between NLCIL & CIL

Your Company had entered into a Joint Venture Agreement with Coal India Limited (CIL) to implement conventional and non-conventional power projects by forming a JV Company with an equity participation of 50% each. The JV Company "Coal Lignite Urja Vikas Private Ltd" was incorporated on 10^th November, 2020.

The JV Company has received Project Management consultancy order from SECL on 12^th July, 2021 for developing 40 MW Solar Power Project at Bishrampur and Bhatgaon locations of SECL, Chhattisgarh State and activities are in progress.

MNH Shakti Limited- A Joint Venture Company

MSH

Mahanadi Coalfields Limited, your Company and Hindalco jointly formed MNH Shakti Limited with an equity participation of 70:15:15 to implement 20.0 MTPA Coal Mining Project in Talabira, in the State of Odisha. The Talabira II & Ill Coal Blocks allocated for this purpose have been cancelled pursuant to the judgement of Hon'ble Supreme Court of India and the Coal Mines (Special Provisions) Ordinance, 2014. The JV Company has been proposed for winding up and necessary formalities are underway.

| £k | NLC India Renewables Limited Wholly Owned Subsidiary

Your Company has incorporated NLC India Renewables Limited (NIRL), as its wholly owned subsidiary on 14^th June, 2023 to take over the existing renewable assets of your Company.

In this regard, your Company plans to consolidate almost all its Renewable Assets under its Asset Monetization plan and after receiving the requisite approvals from the Government and other statutory bodies your Company will process the transferring of RE assets to the NIRL for pursuing monetisation.

¹ YVs

NLC India Green Energy Limited Wholly Owned Subsidiary

Your Company has incorporated NLC India Green Energy Limited (NIGEL), as its wholly owned subsidiary on 13^th October, 2023 to carry out future Renewable Energy Projects of your Company. The subsidiary will focus specifically on upcoming Renewable Energy projects.

The subsidiary is expected to establish RE projects to the capacity of 6 GW by 2030. As an initial step, the following projects secured through various competitive bidding are proposed to be developed through NIGEL:

• NIGEL has signed Power Purchase Agreement with Gujarat Urja Vikas Nigam Limited (GUVNL) on 05^th March, 2023 for supply of 600 MW Solar Power for the span of 25 years.

• 810 MW Solar Power Project is going to be developed by NIGEL. Project is envisaged to be developed at RVUNL Solar Park, Pugal, Bikaner (Dist.) Rajasthan. Power offtake is fixed with RVUN for the span of 25 years.

Loan, Guarantees and Investments

Details of loans and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Financial Statements.

Deposits

The Company has not accepted any deposits from the public during the year.

Bonds, Borrowing & Credit Rating

During the financial year 2023-24, your Company has not issued any Bonds.

Commercial Paper

During the financial year 2023-24, due to better fund management, sales bill discounting and increase in realisation has improved the liquidity position of the Company and hence, Company has not issued any commercial paper.

Sales Bill Discounting

During the financial year 2023-24, your Company has explored the Sales Bills Discounting facility available in the Banking System with recourse to your Company and discounted the power bills issued to DISCOMs. The total value of sales bills discounted during the year

under review was ^4,912.99 Crore. During the year under review, there were no instances of bankers recourse.

Credit Rating for Borrowings

During the year, your Company has retained AAA rating for Long Term Borrowings including issue of Bonds and A1 for issue of Commercial Papers from Credit Rating Agencies. The present Ratings are given below:

Commercial

Power Dues Realisation:

• During the year under review, your Company had received an amount of ^9,754 Crore out of the total billed value of ^9,818 Crore for the FY 2023-24 working out to a collection efficiency rate of 99% apart from settlement of old dues through instalment scheme.

• The outstanding power dues including for the month of March 2024 invoices as on 31^st March, 2024 was ^4,632 Crore as against ^4,794 Crore for the corresponding period of the year ended 31^st March, 2023. The dues beyond the 45 days limit as on 31^st March, 2024 was ^3,174 Crore as against ^3,544 Crore for the corresponding period of the previous year ended 31^st March, 2023.

• Scheduling of power is being done in compliance with the MoP directives on LC - Payment priority mechanism.

Power Trading in Power Exchange

• During the year 2023-24, 68 MUs of Un-Requisitioned Surplus (URS) power was sold from your Company's thermal power stations in different market segments of Power Exchange leading to a gross revenue addition of ^21.32 Crore. As per the CERC IEGC Regulation & MoP Electricity (Late Payment Surcharge and Related Matters) Rules, 2022, gains earned from sale of such URS power is being shared with the beneficiaries.

• Whenever opportunity comes, your Company is continuously trading the surrendered power from its thermal stations in DAM & RTM market segment of Indian Energy Exchange (IEX) based on availability of surplus lignite & technical capabilities of thermal stations. During the year, the final power surrender for all power stations was 491.79 MU as against 621.90 MU in the year 2022-23.

• Your Company has also traded 174.25 MU of power in FY 202324 as against 138.65 MU in the year 2022-23 under Trading License which includes sale & purchase of power for various grid connected entities through Power Exchange.

Regulatory affairs

• During the year 2023-24, CERC has issued Provisional tariff order for Neyveli Mines, Tariff orders for BTPS, Barsingsar Mines & Andaman Solar power project (2019-24), Trued-up order for BTPS, Review Petition for Barsingsar Mines for the year 2014-19.

• Your Company has filed Review of Order in Truing up of BTPS for the year 2014-19 and Compensation for deemed generation for Andaman Solar Power Project.

• Your Company has filed two Interlocutory Applications before CERC on Lignite Transfer Price on the similar issue of O & M expenditure in Mines based on the APTEL Judgement for the period 2009-14 and 2014-19 and CERC has issued Orders on 14^th March, 2024 and 19^th May, 2024 respectively.

CERC Regulations

• Central Electricity Regulatory Commission issued (Terms and Conditions of Tariff) Regulations, 2024 on 15^th March, 2024, which are applicable for the period 01^st April, 2024 to 31^st March, 2029. The tariff of electricity generated from your Company's

stations and the Input Price of Coal and Lignite excavated from NLCIL Mines would be determined by CERC based on these Regulations for the above-mentioned period.

• Central Electricity Regulatory Commission (Indian Electricity Grid Code) Regulations, 2023 has been issued on 11^th July, 2023. The operations and scheduling of thermal stations are being carried out based on these regulations.

Interaction with Stakeholders

During the year, your Company has taken various measures including conducting of Investors conferences, Roadshows domestically and internationally, Periodical Investor Calls, Customers and Vendors Meet and regularly updating the Company's developments and Plans through Press, Business News Channels & Social Media interactions, which has resulted in strengthening the confidence of Stakeholders.

Sustainability Development Measures

Your Company has been diligently aligning its operations with the Ministry of Coal's Sustainable Development Cell (SDC) directives, demonstrating a strong commitment to environmental sustainability. Your Company has made significant progress in bio-reclamation, exceeding its FY 2023-24 target of 194 hectares by reclaiming 202.76 hectares of land and initiating efforts for FY 2024-25. Your Company is also focused on notifying its non-forest afforested lands under accredited compensatory afforestation, with 397.62 hectares identified for certification for Neyveli Mines.

Mission life activities are a key focus, with mass tree plantation drives conducted during significant environmental events, such as World Earth Day and World Environment Day.

Your Company has also partnered with expert institutions for ecological studies of reclaimed areas, avian diversity, the development of a deer park management plan, bio-mass growth and research on suitable tree species for mine spoils. Additionally, a detailed study on mine-water potential for community use has been completed, highlighting Your Company's contributions to water resource management. Based on the study, Secretary, MoC has informed the Chief Secretary, Govt. of Tamil Nadu regarding the active contribution of Your Company towards water resource management and sustainability in the region along with community betterment.

Your Company is repurposing mined-out lands for renewable energy projects, with plans to install a 50 MW solar PV system on 85 hectares of de-coaled land.

Environment Compliance Measures

Your Company practices and promotes the best Environment Management Plan (EMP) since its inception and is committed to environment friendly mining and power generation. The environment policy of your Company is in line with the Vision and Mission Statement.

Your Company has constituted Environmental Monitoring System through Environment Cell constituted at Unit level and at Corporate Level to monitor & adhere to the Environmental compliances of Environmental Clearance (EC) and Forest Clearance (FC) conditions. In this connection your Company is also sending the monthly compliance status of EC/FC conditions to the concerned authorities as per the guidelines.

Your Company continued to undertake mass tree plantations during the year for the benefits of slope stabilisation of the Mines Overburden dumps in order to convert the Mine spoil into cultivable

soil making it fit for habitation. The Company started investing in Eco-care since its inception leading to a development of a lush habitat which has been converted into Eco-parks & Eco tourism locations. The greenbelt developed also acts as barrier to arrest the air pollution and prevents soil erosion besides Sequestration of CO₂ in the atmosphere.

The units have installed dust suppression mechanisms such as water sprinklers, spray guns, fog cannons etc. to control the fugitive dust. The Ambient Air Quality (AAQ) is being monitored regularly in the surrounding villages and is well within the prescribed norms.

Consequent to the Amendments of Environment (Protection) Act, 1986, the norms for water consumption and emissions from Power Plants [Particulate Matter (PM 2.5 & PM10), Sulphur dioxide (SO₂), Oxides of Nitrogen (NOx) & Mercury (Hg)] have been made stringent for the existing as well as new Thermal Power Plants. In this regard, installation of Flue Gas De-sulphurisation (FGD) Systems is in progress

Insurance

During the year, your Company had taken Mega Insurance Policy for the Assets and Stocks of Production Units viz. Mines, Thermals & Renewable Energy (RE). It broadly covers, Material damage (MD) of all Mine assets and Material damage (MD), Machinery Breakdown (MBD), Fire Loss of Profit (FLOP) & Machinery Loss of Profit (MLOP) of all Thermal & RE assets. Assets of Service units are covered under Standard Fire and Special Peril Policy (SFSP) which also cover Electronic Equipment Insurance (EEI), Transit Insurance, Public Liability Industrial Risk Insurance.

Land Acquisition and Rehabilitation

& Re-settlement

Land Acquisition and R&R Policy

Your Company takes care of the Project Affected Persons (PAPs) through appropriate R & R Policy measures and the trauma of displacement is thereby minimised. Your Company follows the guidelines issued by the Government of India, from time to time on R&R for the on-going projects. Apart from development of Re-settlement Centres (RCs) in the Project vicinity, these centres are being provided with good infrastructure facilities. As a result, the eligible project affected families have smoothly re-settled in these RCs. Apart from the rehabilitation measures, legal compensation with enhanced compensation for loss of assets as directed by the appropriate Government have been provided with the co-operation of the District administration. Peripheral developmental works viz., formation and improvement of existing village roads, skill development programmes for PAPs have been carried out during the year.

A Grievance redressal centre for addressing the grievances of the project affected persons has also been formed and functioning. Your Company is providing enhanced land compensation to the awardees based on the period of passing of award through payment of ex-gratia and also through Lok Adalats conducted on regular basis based on the applications received from the land owners who have handed over their lands and houses for the projects.

Your Company is providing one year PG courses for the PAPs having Engineering and Diploma qualifications through National Power Training Institute (NPTI). 259 PAPs as SME operator assistant trainees and Mines Support service trainees were selected under three years training scheme. It is also proposed to provide training to PAPs in coordination with leading coaching institute for appearing in competitive exams like TNPSC/SSC/UPSC etc. and other advanced technical trainings.

Your Company is providing enhanced R&R and Land Compensation based on the Provisions for compensation and R&R as per Schedule-I, II & III of "Right to Fair Compensation and Transparency in Land Acquisition Rehabilitation and Resettlement Act - 2013" (RFCTLARR) with effect from 01^st January, 2014.

Your Company has successfully carried out diversion of Paravanar river including taking possession of more than 500 Ha of acquired land in Neyveli mines which is pending more than a decade resulted in sustainable operations of mines for the balance life.

Your Company is also taking all out efforts with State and District Administration for acquiring critical land required for future mining operations of Neyveli Mines.

Human Resource Development

Your Company believes in its human assets who are the key performers driving the Company's growth. Your Company provides a conducive working environment to its employees wherein they deliver their best potential.

Training

Your Company strongly believes that the pursuit of excellence can be achieved only through competency building, encouraging good work practices and enabling a learning culture. Learning and Development Centre (L&DC) continuously strives to harness the in-house talents by focusing on areas like emerging technology, environmental consciousness, structured on boarding and mentoring using varied modalities and blended learning opportunities.

For the persons employed in mines, Group Vestibule Training Centre (GVTC), Neyveli is conducting Basic/Initial training to get acquainted with mine environment before being employed at mines, Refresher Training to sharpen their skill/renew their work

experience once in five years and Special job specific training in operation of SME and CME.

Apprenticeship training is being provided as per guidelines of the Regional Directorate of Skill Development and Entrepreneurship, Chennai (RDSDE) and the Board of Apprenticeship Training (BOAT) of Southern Region, Chennai.

Industrial Relations

Your Company continued its faith in participative management and has a regular system of holding bipartite structured meetings with the Recognised Unions (collective bargaining agents) / Associations in addressing the common issues of the employees. The modified Certified Standing Orders of NLC India Limited has been published on 30^th November, 2023. In General, Industrial Relations scenario in your Company was cordial and no man hour was lost during the Financial Year 2023-24 due to industrial unrest.

Manpower

The total employee strength (including subsidiaries) stood at 10,368 as on 31^st March, 2024 as against 10,781 as on 31^st March, 2023.

Medical Facilities

Your Company's health care model for protecting, preserving and promoting the health and wellbeing of workforce is a time tested one with proven results. Your Company believes that healthy workforce is the key driver of its economic wellbeing is supporting a sustainable health care model since instituting the Hospital in 1962. NLCIL Hospital - a secondary level medical facility with a bed capacity of 350 provides the following medical care facilities/ services to the villages in and around Neyveli also:

• Emergency care linked with Advanced Life Support ambulance services for inter-facility transfer of critically ill patients to higher centres.

• High End Cardiac Centre with State-of-the-art "Cath Lab Facility" was established in collaboration with Shri Kauvery Medical Care (India) Ltd., Trichy at NLC India Hospital, Neyveli. The centre is equipped to handle all medical emergencies with 25 bedded Cardiac facility. Procedures like coronary angiogram, coronary Angioplasty and other procedures can be carried out in this centre.

• 8 bedded emergency unit equipped with centralized oxygen and suction lines, bed monitors, devices and mini operation theatre is capable of handling all emergencies including trauma and industrial accidents.

• The Intensive care Unit has 9 beds equipped with Multipara monitors, defibrillators and three Ventilators to provide secondary level of care for all medical emergencies.

• Emergency care service is provided on 24 X7 basis. Patients are treated in various specialties that include General Medicine, General Surgery, Obstetrics & Gynecology, Pediatrics, Orthopedics, Ophthalmology, ENT, Dermatology, Chest Medicine, Psychiatry, Dental and Ayurveda Services.

• Out Patient Department (OPD) service is well supported by diagnostic facilities, pharmacy and other therapy.

• Two Renal Care Units (RCU) - RCU I run by the Company and RCU II through an outsourced facility, with a combined capacity of 28 beds provide hemodialysis service to chronic kidney disease patients.

• Surgical care services in General Surgery, Ophthalmology, ENT, Orthopedics, Obstetrics & Gynecology and Dental leveraging the two state of the art Theatre Complexes adequately staffed with anesthesiologists, OT Nurses and OT Technicians to support all major surgeries at secondary level.

• The ENT workstation to enhance the Diagnostic aspects of Ear, Nose & Throat at the Out Patient setup itself. It has another component, the video laryngoscope helps in visualization of voice box and for assessment of voice disorders difficulty in swallowing.

• Your Company has launched its latest Integrated Hospital Management System (IHMS) to manage various aspects of the daily operations.

In coordination with State health department, the following were

implemented for the benefit of the general public:

• Family Welfare Services for achieving fertility control among the local population.

• Universal Immunization programme for protecting children and adults against all infectious diseases.

• Integrated Counselling and Testing, Treatment facilities for HIV infected patients.

• Revised National Tuberculosis programme for prevention and treatment of TB among the local population.

• National Leprosy Control Programme for early detection and treatment of leprosy among local population.

• Occupational Health services that monitor health and wellbeing of workforce through medical surveillance programme.

• Community Health camps to reach out to rural population and create awareness on various health issues.

• Geriatric care services to the inmates of Ananda Illam run by your Company for care of elderly persons who have no family support.

• Your Company has taken all the necessary steps for health and Safety of its employees by conducting 100% initial medical check-up of all employees and contract workmen, Periodical medical check-up of 100% employees and contract workmen of age more than 50 years and more than 30% for employees and contract workmen of age less than 50 years.

Elders Home

To fulfil the special needs and requirements of the senior citizens, your Company runs ANANDA ILLAM in Neyveli. This elders home provides hospice & home care to the elders and help them to lead a happy and peaceful life with dignity. The employees of your Company also lend their helping hand by contributing a fixed amount every month from their salary to run the old age home.

Compliance under Persons with Disabilities Act, 2016

Your Company has evolved a comprehensive policy for Persons with Disabilities (PwDs) as per the guidelines issued by DoPT for and guidelines prescribed by Government of India under the Official Language Act, 1963.

In line with the Policy of Government of India and the Provisions prescribed under the Official Language Act, 1963 your Company continues to promote the Official Language and periodic Official Language Implementation Committee (OLIC) meetings are held to monitor the implementation of Official Language Policy. During the year under review, Hindi Workshops were organised besides celebration of Hindi Fortnight wherein competitions on Essay Writing in Hindi, Poetry and Noting & Drafting in Hindi, Hindi Training, Personal Contact Programme were conducted.

Women Empowerment - Forum of Women in Public Sector (WIPS):

WIPS NLCIL chapter was formed in 12^th February, 1990 and is a Corporate Life Member in the SCOPE since 1990. The strength of women employees in the Company as on 31^st March, 2024 stood at 881 constituting 8.42% of Company's human resource.

The following activities were organized by WIPS, NLCIL by

developing their potentials. -

• A Committee was formed to look into the grievances of women employees, including to protect them from Sexual Harassment in work place.

• For the benefit of the working women employees, "Anbalaya" a well-equipped Creche with trained personnel is in operation.

• The NLC India Limited chapter of WIPS has also organized and conducted several sports, cultural activities, group discussions for the benefit of women employees.

Skill Development courses for women

• In-line with Skill India Mission, launched by Hon'ble Prime Minister of India, lot of initiatives have been taken up by NLCIL for developing skills and promoting entrepreneurship at a broader bandwidth.

• Entrepreneurship training for Women for Oyster mushroom Cultivation.

• As a part of International Women's Day - 2024 celebration, creating awareness and encouraging women for being entrepreneurs was one of the important efforts undertaken by WIPS, NLCIL Chapter. 63 women attended the Program.

Safety

Your Company is taking pioneering efforts in the industrial safety area along with, the on-going safety related initiatives, apart from compliance of statutory requirements for enhancing safety standard in all the Mines and Thermal Plants.

Following are the measures being taken for ensuring safety of men and machines:

• Safety audit of all the Mines is conducted by multi-disciplinary Corporate Safety Team every year and Safety audit of Thermal plants is conducted by accredited external agencies once in two years.

Awards & Recognition

In recognition of its various activities, your Company, has been conferred with the following awards during the year 2023-24:

• Corporate Safety Council members comprising representatives of different units make inspection of the pre-determined unit every month and present its findings to the Unit head and his team.

• Conducting workshops & Training on Safety in Mines and Thermal units.

• Life-Saving Rules have been prepared & implemented in all the units.

• Conducting Safety officers' meeting every month by Corporate Safety department and discussing the Safety performance, Action taken on recommendations, etc.

• Mines at Neyveli (Mine I, Mine IA & Mine II) are being operated with State-of-the-Art Technology i.e. Bucket Wheel Excavators, Spreaders, stackers and series of conveyors having inbuilt safety features.

• Standard Operating Procedures (SOPs) have been established for all the activities of the mines and thermal plants and are strictly implemented.

Risk Management

A comprehensive Integrated Risk Management Policy and Framework as approved by the Board is in place in your Company. Besides risk prioritization, the roles and responsibilities of the Members are clearly defined. As per the policy, an Internal Risk Review Committee (below Board level) review the risks on a quarterly basis. The risk assessment together with the minimization procedure is reviewed by the Risk Management Committee, Audit Committee and the Board periodically.

Vigilance

Vigilance is a critical management tool that helps in channelizing the efforts of an organization towards higher growth trajectory. Its function should not be viewed as impediment in achieving the objective of the Company rather it should be viewed as facilitator in accomplishing its objective.

In order to protect the interests and preserve the integrity of the Organisation, your Company has established a robust Vigilance department headed by a Chief Vigilance Officer at the level of Joint Secretary to Government of India. The CVO acts as an advisor to the CMD in all matters pertaining to vigilance and as nodal officer of the Organisation for interaction with CVC and CBI.

The activities undertaken by Vigilance Department is Pro-active & Punitive and other measures to sensitize the employees of the Company. Complaints received in the department are dealt based on the "Complaint Handling Policy" and are processed through the Complaint Tracking System (CTS) from receipt up to disposal. As a preventive measure, Surprise Checks, Regular Checks, Quality Checks, Follow-up Checks and CTE Type Examinations are conducted.

As part of preventive vigilance measures, carried out various checks across all functional areas and units and recommended

systemic improvement measures for implementation. 'Vigilance Awareness Week '(VAW 2023) observed from 30^th October, 2023 to 4^th November, 2023.

During the week, promoted awareness of PIDPI and 'Say No to Corruption' campaign through Special Stalls at the key locations, Audio and Visual contents, Street Plays, Mob Dance, thoughtfully prepared 'Handouts' and 'Brochures' (trilingual), Short films competition, talk shows, debates, Interview with General public and grass root level employees, 'Signature Wall', Rally (Walk) with students.

Implementation of Integrity Pact

Your Company is committed to have most ethical business dealing with the Vendors, Bidders and Contractors of goods and services and deal with them in a transparent manner with equity and fairness. To achieve these goals, your Company is implementing the Integrity Pact Programme in co-operation with Central Vigilance Commission (CVC) and renowned International Non-Governmental Organisation, Transparency International India (TII). Integrity Pact with the suppliers / contractors for all Tenders with an estimate of ^1 Crore and above are monitored.

During the year 2023-24, one Structured meeting held with Independent External Monitors (IEMs) for discussions on procurement and contract related issues. During the period, IEMs held 11 Review meetings wherein the orders covered under Integrity Pact were reviewed and 3 meetings were held with Contractors for the Tender/Contract related issues raised by the Contractors/Vendors.

Cyber Security

To protect against cyber security threats, your Company has a maze of protective equipment like Network and Web application firewall for perimeter security and antivirus protection to desktops/ laptops.

Centralized Payment Process of Stores and Spares

In your Company, payment for spares and other materials purchased by units were carried out by the respective unit account centre except for the materials purchased by Permanent Central Stores (PCS) and Mines Sub Stores (MSS). For PCS and MSS, the payment was carried out by accounts centres of Material Management Complex (MMC) and Mine I, respectively. Thus, the centralised payment implemented in March, 2024 has helped in controlling the payments and reducing the time taken for making the payments.

Awards & Recognition

• For Company's outstanding efforts in embracing and implementing digital transformation initiatives, SCOPE (an apex body of public sector enterprises) Eminence Award 2019-20 for digital transformation was awarded by Vice President of India on January 18, 2024.

• SCOPE Eminence award acknowledges the exemplary performance of public sector enterprises and individuals contributing significantly to organisational growth and the national economy.

Compliance Monitoring

Your Company has set up a software based Legal Compliance Management System (LCMS) for effectively monitoring and ensuring compliances of all legal provisions applicable to the Company.

Corporate Social Responsibility

Your Company, as a socially responsible corporate citizen, continues to carry out developmental works in the surrounding villages, right from its inception, focusing on the socio economic development of the operating regions for achieving inclusive & sustainable growth.

Your Company is adopting a Corporate Social Responsibility Policy covering the various sectors of sustainable socio-economic development. Your Company focuses on healthcare, education, sanitation, safe drinking water, hunger, poverty and malnutrition eradication, women empowerment, gender equality, environment sustainability, rural sports, protection of National Heritage, Arts and Culture, Rural Development, Water Resource Augmentation. The funds utilised for the CSR projects, programs and activities selected for implementation are as per the CSR Policy of the Company which is available in the website in the following link https://www.nlcindia.in/new_website/index.htm.

Compliance under Public Procurement Policy

The Ministry of Micro, Small and Medium Enterprises (MSMEs) has notified the Public Procurement Policy. The total procurement made from MSMEs during the year 2023-24 was 50.53% as against the target of 25%. Your Company has on boarded on Trade Receivable e-Discounting System (TReDS), a platform which facilitates the financing of trade receivables of MSMEs from corporate and other buyers, including Government Departments and Public Sector Undertakings (PSUs), through multiple financiers.

Procurement through GeM Portal

During the year 2023-24, your Company has procured goods & services from Government e-Marketplace (GeM) Portal for ^1,679.40 Crore. Efforts are being continuously made to maximize the procurement in GeM Portal by using the functionality of "Custom Bid" introduced in GeM during the year 2020.

Citizen's Charter

Your Company maintains Citizen's Charter, indicating details of clients, customers under different heads, different system of redressal of grievance etc., and the same is regularly updated.

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

The particulars required under Section 134(3)(m) of the Companies Act, 2013 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished in Annexure-2.

Management Discussion & Analysis Report and Report on Corporate Governance

The Management Discussion & Analysis Report is furnished in Annexure-3. The report on Corporate Governance on the compliance of Corporate Governance conditions stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and the DPE guidelines on corporate governance is furnished in Annexure-4.

The Auditors' Certificate on the compliance of above Corporate Governance Conditions is furnished in Annexure - 5.

Statutory Disclosures under the Companies Act,2013 and SEBI (LODR) Regulations, 2015 Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.nlcindia.in/ investor/AR2022-23_1.pdf.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the year 2023 - 24 were in the ordinary course of the business and are on an arm's length basis. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not

applicable to your Company. Members may refer to note no. 40 to the financial statement which sets out related party disclosures pursuant to Ind AS-24.

Declaration by Independent Directors

The Independent Directors have given a declaration on meeting the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 & Regulation 25(8) SEBI (LODR) and they have registered their names in the Independent Directors' Databank.

Particulars of Employees

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed Company is required to disclose the ratio of the remuneration of each Director to the median employee's remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors' Report.

However, as per notification dated 05^th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as part of Directors' Report.

Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As on 31^st March, 2024, there were 1000 shares pending unclaimed in the Demat Suspense Account/unclaimed Suspense Account.

Material changes affecting financial position occurring between the end date of Financial Year and the date of the Report.

There are no material changes affecting the financial position of the Company between the end of the Financial Year and the date of this Report.

Sexual Harassment of Women at Workplace

As required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, suitable mechanisms were put in place in your Company to address the issues faced by women employees. A separate Internal Complaints Committee has been constituted for looking into the complaints relating to sexual harassment of women at workplace. During the year 2023-24, three complaints were received and same have been resolved and as such no case is pending at the end of the year.

Auditors

Statutory Auditors

M/s. Manohar Chowdhry & Associates, Chartered Accountants and M/s. Sundaram & Srinivasan Chartered Accountants were appointed by the Comptroller & Auditor General of India (C&AG) as the Joint Statutory Auditors of the Company for the Financial Year 2023-24 under Section 139 of the Companies Act, 2013.The Board of Directors of your Company has fixed ^45 lakh plus applicable taxes as the Statutory Audit fees for the year 2023-24, to be shared equally by the Joint Statutory Auditors.

Branch Auditors

M/s. N. Sarda & Associates, Chartered Accountants, has been appointed as the Branch Auditor of the Company for the year 202324 by C&AG for conducting the audit of Barsingsar Branch. The Board of Directors of the Company has fixed ^5.0 lakh plus taxes as the Branch Audit fees for the year 2023-24.

M/s. K. D. Lath & Co., Chartered Accountants, has been appointed as the Branch Auditor of the Company for the year 2023-24 by C&AG for conducting the audit of Talabira Branch. The Board of Directors of the Company has fixed ^5.0 lakh plus taxes as the Branch Audit fees for the year 2023-24.

Secretarial Auditors

D. Hanumanta Raju & Co., Practicing Company Secretaries, was appointed as the Secretarial Auditor of the Company for the year 2023-24. The Secretarial Audit Report for the Financial Year 202324 & the reply to observations of the Secretarial Auditors and the Secretarial Auditor Reports of the Subsidiary Companies are furnished in Annexure-6.

Cost Auditors

M/s. R.M. Bansal and Co., Kanpur, was appointed as the Cost Auditors of the Company for the year 2023-24 to conduct the Cost Audit for Mines & Power Stations of the Company. The Cost Audit Report for the Financial Year 2022-23 was filed within due date with the Ministry of Corporate Affairs on 08^th August, 2023.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained Cost Accounts and Records.

C&AG's Comments

Comments of the Comptroller & Auditor General of India (C&AG) on the Financial Statements of the Company for the year ended 31^st March, 2024 under Section 143(6)(b) of the Companies Act, 2013 along with the Management reply to the comments thereon are furnished in Annexure-7.

Adequacy of internal financial controls with reference to the Financial Statements

Your Company has, in all material aspects has an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024. Based on the internal control over financial reporting criteria established by the Company, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Directors' Responsibility Statement as per Section 134(3) (c) & 134(5) of the Companies Act, 2013.

The Board of Directors declares that:

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

b. the Directors had selected such accounting policies and applied them consistently and made judgement 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 and Loss of the Company for that period;

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

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

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

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

Board of Directors

Appointment

Details of appointment of Directors on the Board of the Company

are as under:

a. Shri M. Venkatachalam has been appointed as Director (Power) w.e.f. 26^th April, 2023.

b. Dr. Beela Venkatesan, Principal Secretary to the Government of Tamil Nadu, Energy Department has been appointed as Government Nominee Director w.e.f. 10^th July, 2023.

c. Dr. Prasanna Kumar Acharya has been appointed as Director (Finance) w.e.f. 15^th January, 2024.

Cessation

The following Directors relinquished from the Board of Directors of the Company:

a. Shri Ramesh Chand Meena, Additional Chief Secretary to the Government of Tamil Nadu, Energy Department ceased to be a Part-time Official Director, w.e.f. 10^th July, 2023 due to change in nomination.

b. Shri MT Ramesh ceased to be Independent Director w.e.f. 25^th March, 2024 consequent to his resignation.

c. Shri K. Mohan Reddy ceased to be Director (Planning & Projects) w.e.f. 01^st June, 2024 due to superannuation.

Your Directors wish to place on record their whole-hearted appreciation for the valuable guidance and services rendered by them during their tenure as Directors on the Board of the Company.

Key Managerial Personnel

Dr. Prasanna Kumar Acharya, Director (Finance), was appointed as Chief Financial Officer of the Company w.e.f. 06^th February, 2024.

Dr. Suresh Chandra Suman was ceased w.e.f. 15^th January, 2024 as Chief Financial Officer of the Company consequent to the appointment of Director Finance.

Further, pursuant to Section 152 of the Companies Act, 2013, Dr. Suresh Chandra Suman and Smt. Vismita Tej, Directors will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for the re-appointment.

Reporting of Frauds by Auditors

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