On behalf of the Board of Directors, I am pleased to present the 35^th Annual Report on the performance of your

Company, together with the Audited Financial Statements for the financial year ended 31^st March 2024.

Key Performance highlights of your Company during FY 2023-24 are briefly mentioned here:

• Rated "Excellent" with a score of 93 in Memorandum of Understanding (MoU) signed with Government of India (GoI) for FY 2022-23. Your Company has consistently received "Excellent" rating under the MoU since signing of its first MoU for FY 1993-94.

• On a standalone basis, the Company's Total Income at £45,815.37 crore and Profit after Tax (PAT) at £15,474.61 crore.

• Achieved system availability of 99.85%. The trippings per line was restricted to 0.28.

• Charging of 4,036 circuit km (ckm) of Extra High Voltage (EHV) transmission lines, 19,720 Mega Volt Ampere (MVA) transformation capacity and 6 new Substations.

• Assets of £7,618 crore were capitalized.

• For ensuring effective communication of the existing as well as new substations with Regional Load Despatch Centres (RLDCs) /State Load Despatch Centers (SLDCs), 9,169 km of Optical Ground Wire (OPGW) network was added.

• Achieved collection efficiency of 100.06% of billing in FY 2023-24 against collection efficiency of 98.84% of billing in FY 2022-23

• Emerged successful bidder in 13 TBCB projects with an aggregate tariff of £2,888 crore which is about 64% in terms of annual tariff of projects participated.

1. Financial Performance

Financial Performance during year under review (FY 2023-24) as compared to the previous year (FY 2022-23) on standalone basis is summarized below:

a from continuing Operations

# including discontinued operations

* including current maturities of Long-Term Borrowings ** adjusted for bonus issue

Convenience Conversion at US $ 1= £83.97 as on March 31, 2024

1.1. Dividend

Your Company has consistently returned value to shareholders through regular dividend distributions. This year, the total dividend payout amounts to f10,463 crore, including interim dividends of f7,905 crore. The final dividend shall be paid after approval at the Annual General Meeting. The total payout ratio for the year stood at 68% as compared to 67% for the previous year.

The Company recommended / declared dividend as follows:

a Recommended for approval of Shareholders * adjusted for bonus issue

1.2. Issue of Bonus Shares

During the year, your Company issued Bonus Shares in the ratio of 1:3 i.e. one new equity Bonus Share of f 10/-each for every three existing equity share of f 10/- each fully paid up. Post issuance of Bonus Share, the paid up equity share capital of the Company is f 9,300.60 crore.

1.3. Transfer to Reserves

For FY 2023-24, appropriation of profit has been made as follows:

a) General Reserve: f 6,000.00 crore

b) Self-Insurance Reserve: f 301.53 crore

1.4. Government of India (GOI) Shareholding

The Government of India's shareholding in the Company remained unchanged at 51.34%.

2. Significant Developments

2.1. Tariff Based Competitive Bidding (TBCB)

During the year, your Company emerged successful bidder in 13 Inter-State Transmission System Projects under TBCB route:

(i) Inter State Transmission Project for Transmission Scheme for Solar Energy Zone in Ananthpuram (Ananthapur) (2500 MW) and Kurnool (1000 MW), Andhra Pradesh

(ii) Inter State Transmission Project for Transmission system for evacuation of power from REZ in Rajasthan (20GW) under Phase-III Part B1

(iii) Inter State Transmission System for Transmission system for evacuation of power from REZ in Rajasthan (20GW) under Phase-III Part C1.

(iv) Inter State Transmission System for Transmission system for evacuation of power from REZ in Rajasthan (20 GW) under phase III-Part H.

(v) Inter State Transmission System for Transmission Scheme for integration of Renewable Energy Zone (Phase-II) in Koppal-II (Phase-A & B) and Gadag-II (Phase- A) in Karnataka.

(vi) Inter State Transmission System for Transmission System for Evacuation of Additional 7GW RE Power from Khavda RE Park under Phase-III Part B.

(vii) Inter State Transmission System for Transmission system for evacuation of power from Rajasthan REZ Ph-IV (Part-1) (Bikaner Complex): PART-A.

(viii) Inter State Transmission System for Transmission system for evacuation of power from Rajasthan REZ Ph-IV (Part-1) (Bikaner Complex): PART-D.

(ix) Inter State Transmission System for Transmission system for evacuation of power from REZ in Rajasthan (20GW) under Phase-III Part D - Phase I.

(x) Inter State Transmission System for Transmission Scheme for Solar Energy Zone in Bidar (2500 MW), Karnataka.

(xi) Inter State Transmission System for Transmission System for evacuation of power from Rajasthan REZ Phase IV (Part 2: 5.5 GW) (Jaisalmer/ Barmer Complex): Part C

(xii) Inter-State Transmission System for Transmission System for evacuation of power from potential renewable energy zone in Khavda area of Gujarat under Phase IV (7 GW) Part E2

(xiii) Inter-State Transmission System for Transmission System for evacuation of power from Rajasthan REZ Phase IV (Part 2: 5.5 GW) (Jaisalmer/ Barmer Complex): Part E

10 project SPVs [Sl. No. (i) to (x) above] were acquired by your Company in FY 2023-24, while the balance 3 project SPVs [Sl. No. (xi) to (xiii) above] shall be acquired in FY 2024-25. The aggregate annual tariff of these 13 projects is about ? 2,888 crore.

At the end of FY 2023-24, your Company owned 47 TBCB subsidiaries, the details of which are provided in the Management Discussion & Analysis Report (MD&A).

2.2. Monetization of Transmission Assets through Securitization

In the Union Budget 2021-22, asset monetization was highlighted as one of the three key pillars for boosting

and sustaining infrastructure financing in the country. Following this mandate, Niti Aayog developed the 'National Monetization Pipeline' (NMP) with specific targets outlined for each year.

The framework for monetization of core asset monetization as per the NMP has three key imperatives.

♦ Monetization of 'Rights' not 'Ownership', Assets handed back to the government at the end of transaction life.

♦ Brownfield de-risked assets, stable revenue streams

♦ Structured partnerships under defined contractual frameworks with strict KPIs & performance standards

During FY 2023-24, considering the guidance factors given in the NMP for the public sector to determine the scale of asset monetization as an alternative means to meet the funding your Company has monetized the cashflow of its four operational TBCB SPVs viz. 'POWERGRID Bhuj Transmission Limited', 'POWERGRID Khetri Transmission System Limited', 'POWERGRID Medinipur Jeerat Transmission Limited' and 'POWERGRID Varanasi Transmission System Limited' through securitization route by private placement of bonds and raised total ?5,700 crore in three tranches against monetization target of ?5,500 crore.

2.3. Smart Prepaid Metering Project in Gujarat

Your Company, through its wholly owned Subsidiary, POWERGRID Energy Services Limited (PESL) is executing Smart Metering Projects under Revamped Distribution Sector Scheme (RDSS) in 2 (two) DISCOMs of Gujarat (MGVCL & UGVCL). These projects are being executed under DBFOOT (Design, Build, Fund, Own, Operate and Transfer) mode. PESL will implement the projects in 27 months after which the project will be operated and maintained for approx. 7.5 years.

Under the project 33.56 Lacs and 35.78 Lacs Smart Meters will be installed in MGVCL and UGVCL respectively. PESL is executing the project as Project Implementation Agency (PIA).

The Tendering and award for the Projects was done through GeM Portal. Implementation of the projects is under progress. Network Operation and Monitoring Center (NOMC) in both the DISCOMs are made functional for day-to-day operation and maintenance work.

Approximately 27,000 nos. of Smart Meters in MGVCL and 1,513 nos. of Smart Meters in UGVCL are installed in Prepaid Mode so far. With the implementation of these projects consumers will be able to recharge their meters online through mobile app as well as consumer portal and monitor their daily consumption in real time.

2.4. Memorandum of Understanding (MoU) with Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) for Joint Venture (JV)

Your Company has executed a MoU with RRVPNL to incorporate a JV Company for development of IntraState Transmission System in the State of Rajasthan with an equity Participation of 74% by POWERGRID and 26% by RRVPNL. The proposed JV Company shall undertake projects worth upto f 10,000 crore in a phased manner.

3. Operational Performance

3.1. Asset Management

As on 31^st March 2024, your Company's total transmission assets including those owned through its wholly owned subsidiaries consisted of 1,503 transmission lines aggregating to 1,77,699 ckm, 278 Substations with an aggregate transformation capacity of 5,27,446 MVA.

Various initiatives/ achievements of your Company during the year in the area of asset management are listed below:

♦ ISO 55001:2014 Asset Management System Certification:

Your Company has been recommended for ISO 55001 certification which is a significant step towards excellence in asset management. This internationally recognized standard outlines the requirements for an effective asset management system, ensuring that organization meet the highest benchmarks in managing their assets efficiently.

Company's commitment to achieve ISO 55001 certification underscores its dedication to continual improvement, risk management, and delivering reliable services. The organization has diligently worked to make its asset management practices compliant with ISO 55001, demonstrating a robust framework for strategic decisionmaking and sustainable value creation.

Recommendation for ISO 55001 reflects Company's dedication to global best practices in asset management, ultimately leading to enhanced reliability and performance of its infrastructure.

♦ Green Initiative - Retrofitting of 132 kV, 20 MVAR Bus Reactor with eco-friendly Natural Ester Oil:

Your Company has retrofitted 132 kV, 20 MVAR Bus Reactor at Aizawl substation with eco-friendly Natural Ester Oil. The approach aligns with sustainable practices by replacing conventional insulating oils with more environmentally friendly alternative. The retrofitting process was completed with precision, and the Bus Reactor was successfully commissioned on December 1, 2023. This eco-conscious initiative not only contributes to reducing the ecological footprint but also exemplifies the organization's commitment to adopting greener technologies in its operational infrastructure.

♦ On-site repair of 400 kV Reactors:

On-site repair of 400 kV Reactors at Daltonganj & Balipara substations had been carried out by your Company. The repair work involved dismantling of the windings to attend the fault in the core shield. To carry out the repair work, temperature & moisture-controlled environment was prepared at site. The repaired reactors had been taken in-service at both the locations and are presently working satisfactorily.

♦ Indigenous development of 400kV Emergency Restoration System (ERS):

Your Company has taken up initiative for indigenous development of 400 kV Emergency Restoration System (ERS) with agencies and one such ERS has been supplied.

* Reliability Centered Maintenance (RCM) Practices:

Your Company has successfully implemented Reliability Centered Maintenance (RCM) practices for its critical assets, including Transformers, Reactors, and Transmission Lines w.e.f January 01, 2024. This strategic approach involves a meticulous analysis of each component's reliability, identifying potential failure modes, and developing targeted maintenance plans to enhance overall system performance. It will lead to focused & quality maintenance. This proactive and data-driven approach not only ensures the optimal functioning of key infrastructure components but also contributes to operational efficiency and substantial cost savings. The successful integration of RCM underscores Company's commitment to embracing innovative maintenance strategies for a more reliable and resilient power transmission network.

♦ Centre of Excellence (CoE)-Protection & SCADA:

Your Company has established Centre of Excellence (CoE)-Protection & SCADA to manage & validate the database of around 36,000 IEDs and 190 nos. SAS gateways, to ensure proper implementation of scheme, uniformity of settings/ configurations and resolution of on demand issues from centralized location. It enables availability of competent manpower to handle protection issues from central location and ensures effective utilization of expert manpower for remote support to sites using latest technology like Augmented Reality, etc.

♦ Internal benchmarking:

Your Company is using Internal benchmarking

on key performance indicators to analyze operational performance, identify areas for improvement and achieve optimal operational performance.

♦ Support to various State utilities:

Your Company has demonstrated its commitment to collaborative efforts and regional support by providing essential assistance to various State utilities, including GETCO, RVPNL, HPSEB, Sikkim among others, for the critical tasks of restoration and shifting of transmission towers. This cooperative initiative underscores the Company's dedication to ensuring the reliability and resilience of power infrastructure across different regions. By extending necessary support, the Company actively contributes to the efficient functioning and maintenance of the broader electricity grid, fostering a spirit of shared responsibility within the power sector. This collaborative approach not only strengthens inter-utility relationships but also enhances the overall reliability and robustness of the power transmission network in the supported regions.

♦ Training Programs:

Hotline Maintenance - Your Company has arranged training program for Hotline maintenance for participants from various regions. During the program, participants were trained for 765 kV Hotline Maintenance. This training was the first of its kind in India and has empowered the team of trainers, enabling them to proficiently conduct hot line operations various types of Strings. Furthermore, it will equip them with the expertise needed to mentor and develop other employees in the realm of 765 kV Hotline Operations.

Drone - Your Company has arranged DGCA certified Drone training program for employees at Indira Gandhi Rastriya Uran Akademi (An autonomous body under the Ministry of civil aviation, Govt of India), Gurugram

♦ Initiatives towards digital transformation of Asset Management:

Development of Asset Management (AM) Dashboard (UDAAN - Unique Digital Analysis of Asset and Network) - Implementation of an Asset Management (AM) dashboard marks a pivotal development, aiming to provide a consolidated and user-friendly platform for accessing key performance indicators (KPIs). This innovative solution integrates data dispersed across various locations, offering a centralized hub for comprehensive insights. The AM dashboard not only facilitates a streamlined and efficient process for management but also offers a bird's eye geospatial view of the entire asset management system across the organization. This panoramic perspective enables decision-makers to navigate and assess the status of assets seamlessly. Moreover, the incorporation of this dashboard promotes data democratization, ensuring that relevant stakeholders have access to crucial information, fostering transparency and informed decision-making. The AM dashboard stands as a testament to the organization's commitment to leveraging technology for enhanced operational visibility and strategic management.

Intelligent Inspection in POWERGRID (I2P) -Intelligent Inspection module has been implemented in December 2023, utilizing QR codes enabled efficient daily, monthly, quarterly, and half-yearly inspections of substation equipment. The rugged tablets used for data logging are water and dust protected, unaffected by electromagnetic induction, and allow users to input data in both online and offline modes. QR codes on each equipment streamline identification, reducing search time in the ERP database. The system captures and stores photographs of equipment defects, generates work orders and notifications on-site, and ensures data accuracy with prompt error messages. The module also provides analytics for comprehensive asset assessment, addressing issues like erroneous readings and lack of real-time information for on-site teams.

Drone Patrolling of Transmission Lines -Successful drone-based patrolling of transmission lines conducted covering about 900 kilometers. Drone-based patrolling enhances the efficiency and effectiveness of monitoring activities, allowing for swift and comprehensive inspections of transmission lines. Drones patrolling enables the identification of potential issues and facilitates timely maintenance efforts. The initiative demonstrates the Company's commitment to leveraging cutting-edge technology for the reliable and secure operation of its transmission infrastructure.

3.2. National Transmission Asset Management Centre (NTAMC), Manesar and Regional Transmission Asset Management Centres (RTAMCs)

To facilitate remote operation of your Company's transmission system and monitoring of various parameters on real time basis at Regional and National levels, NTAMC was set up at Manesar, near Gurugram (Haryana) and RTAMCs were set up at various locations across the country. The back-up of the main control centre i.e. BNTAMC is located at Bengaluru (Karnataka). These state-of-the-art centres are manned round-the-clock by experts for effective monitoring and management of transmission assets. Online monitoring of major maintenance activities is also being carried out from NTAMC through Augmented Reality using Headgear. This helps in preventive measures for maloperations.

During FY 2023-24, 7 Extra High Voltage (EHV) substations were integrated with NTAMC for remote operation. By the end of FY 2023-24, a total of 278 substations are being operated remotely from these asset management centres.

3.3. Cyber Security

Cybersecurity initiatives are led by the Chief Information Security Officer (CISO) through the Information Security Department in the Company. Your Company's Corporate Office, all Regional Headquarters and 269 substations are certified as per the Information Security Management System ISO:27001. Your Company conducts extensive training programs for employees and participated in programs and simulations organised by Computer Emergency Response Team (CERT-In) and National Critical Information Infrastructure Protection Center (NCIIPC).

In addition, the Company works closely with designated statutory bodies: CERT-In and the NCIIPC. Your Company follows the recommendations issued by these agencies from time to time and shares them with other utilities in the transmission sector. The Company has setup an Indigenous Integrated Information Security Operations Center (I3SOC) for monitoring and threat analysis to strengthen cyber security resilience.

3.4. Safety

Your Company holds an ISO 45001:2018 certification for the Occupational Health & Safety Management System, demonstrating its commitment to maintaining a healthy work environment by rigorously following workplace health and safety standards. The Company acknowledges its responsibility to ensure a safe

working environment for both employees and contracted workers. The Company has meticulously incorporated safety considerations into every phase of its operations, from design and construction to operation & maintenance of assets.

With a structured approach implemented across Corporate, Regional, and site levels, the Company promotes accident prevention measures related to transmission lines, substations, and ongoing construction and maintenance activities. Rigorous monitoring and performance reviews are conducted regularly at all levels, overseen by designated safety officers at Corporate and Regional tiers.

Comprehensive safety measures are undertaken, which includes conducting safety audits, inspections, safety trainings, daily briefings, and mock drills for both staff and contract workers across various operation & maintenance sites.

Through various events such as annual celebration of National Safety Day/Week, National Fire Safety Day/ Week, and National Electrical Day/Week, the Company engages employees, their families, and contractual workers, fostering awareness and adherence to safety practices at both workplace and home.

All safety-related incidents are meticulously reviewed by Accident Inquiry Committees, Standing Safety Management Committee and POWERGRID Apex Safety Board and recommendations are widely circulated across sites for implementation, ensuring continuous improvement in safety practices.

Various initiatives taken during FY 2023-24 includes:

• Developed an Online Safety Activity Portal for efficient safety reporting and streamlined processes.

• Created a Safety Tab in the PRANIT portal to ensure contractual compliance regarding vendor accidents.

• Initiated a pilot project for remote monitoring of construction sites using AI-equipped head-mounted cameras.

• Established Standard Operating Procedures for utilizing the Safety Corpus Fund to enhance contract workers' welfare.

• Revised contractual provisions to prioritize safety and minimize safety practice gaps.

• Instituted awards to recognize safety excellence among workers.

• Implemented surprise video calls for safety inspections to ensure compliance.

• Sharing lessons from accidents to

5. Project Implementation

During FY 2023-24, your Company added about 4,036 circuit kilometer (ckm) of Extra High Voltage (EHV) transmission lines, 19,720 Mega Volt Ampere (MVA) transformation capacity and 6 new Substations (including through its subsidiaries).

Further, about 9,169 km of OPGW network was added during the year to support voice and data communication with Regional Load Dispatch Centres (RLDCs) / State Load Despatch Centres (SLDCs) for effective grid management.

Transmission Lines

• 400 kV 2xD/C Bikaner-II SEZ - Khetri line along with 240 MVAR line reactor each at Bikaner-II & Khetri

• 400 kV 2xD/C Khetri-Bhiwadi line

• 400 kV D/C Lower Subhansiri - Biswanath Chariyali -II line

• 400 kV D/C Neemuch-Mandsaur line

• 400 kV D/C Neemuch-Chhitorgarh line

• 400 kV D/C Muradnagar-II - Simbhawali line

• 400 kV D/C (q) Sitamarhi - Dhalkebar line

• 400 kV D/C (Twin HTLS) Fatehgarh-III (Ramgarh-II)-Jaisalmer-II (RVPNL) line

• 400 kV D/C (Twin HTLS) Fatehgarh-III (Ramgarh-II) -Fatehgarh-II line

• LILO of 765 kV Ghatampur - Hapur (WUPPTCL) line at 765 kV GIS Rampur substation

• 132 kV Roing-Chapakowa D/C line

Substations

• 765/400/220kV Meerut GIS substation

• 400/220 kV Fatehgarh-III (Ramgarh-II) substation

• 400/220 kV, Bikaner-II substation

• 400/220/132 kV GIS Simbhavali substation

• 400/220/132 kV GIS, Mohanlalganj substation

• 400/220 kV Neemuch substation

As on 31^st March 2024, the inter-regional power transfer capacity of the transmission assets belonging to the Company and its subsidiaries was 99,580 MW (i.e. 83.86%) out of 1,18,740 MW inter-regional power transfer capacity of the national grid.

prevent recurrence and promote continuous improvement in safety practices.

• Implemented safety awareness programs such as Safety Day, Line Man Diwas, Fire Day, Environment Day, and Electrical Safety Day across Company.

• Provided safety awareness training and lectures to employees and contract workers.

During FY 2023-24, 7,717 safety trainings, 1,192 safety mock drills and 62,758 safety briefing/ pep talks were conducted.

4. Disaster Management

The Company has a "disaster and crisis management plan" to take immediate action during the pre-and post-disaster period and to quickly restore damaged power infrastructure. It outlines the hierarchy of management at different levels to manage crises and disasters effectively and efficiently, and clearly defines roles / responsibilities of different departments in disaster management.

Based on the input from the Indian Meteorological Department (IMD), the Company has taken preparatory measures before all cyclones in FY 2023-24. Due to advanced preparation and robust infrastructure, the impact to your Company's transmission network was minimal during cyclones. The Company has also fully supported the transmission and distribution utilities of the affected states by providing manpower and equipment to rapidly restore their damaged transmission and distribution networks.

6. Capital Investment, Fund Mobilization & Investment Approvals

During FY 2023-24, your Company made a consolidated capital investment of ?11,219 crore on cash basis. To finance this investment, the Company mobilized f8,699 crore through bonds & term loans and f2,520 crore from Internal accruals and Others. During the year, consolidated capital investment on accrual basis was ?12,500 crore.

During FY 2023-24, investment approvals for transmission projects under regulated tariff mechanism (RTM) worth ~ f3,600 crore have been accorded and Company acquired projects estimated at ~ f33,500 crore under the Tariff Based Competitive Bidding (TBCB) mechanism.

7. Commercial Performance

Sharing of Inter-state transmission charges is governed by CERC (Sharing of Inter State Transmission Charges and Losses) Regulations, as notified from time to time in line with the National Tariff Policy notified by Govt. of India and provisions of the Electricity Act, 2003. Presently, CERC (Sharing of Inter State Transmission Charges and Losses) Regulations, 2020 are in vogue. As per the Sharing Regulations, the Central Transmission Utility (CTU), had the responsibility of billing & collecting transmission charges on behalf of all ISTS licensees in the country including your Company and disbursing to them. Central Transmission Utility of India Limited (CTUIL), a wholly owned subsidiary of your Company has been notified as CTU by the Government of India. Your Company continues to be a deemed Transmission Licensee under the Electricity Act, 2003.

Your Company, through regular follow up with its customers (DICs) and timely regulatory actions has achieved collection efficiency of 100.06% of billing in FY 2023-24 against collection efficiency of 98.84% of billing in FY 2022-23.

8. Other Businesses

8.1. Telecom Business

a) POWERGRID Teleservices Limited (PowerTel)

Leveraging its countrywide transmission infrastructure, your Company had diversified into Telecom business by installing overhead optic fiber network using OPGW (Optical Ground Wire).

Your Company had incorporated a wholly owned subsidiary 'POWERGRID Teleservices Limited' (PowerTel) on November 25, 2021 to undertake Telecommunications and Digital Technology Business. PowerTel has obtained Unified License with service authorizations for National Long Distance (NLD), Internet Service Provider (ISP-A) & International Long Distance (ILD) from Department of Telecommunications (DoT). The Telecom business of your Company has been transferred to PowerTel w.e.f. October 01, 2023.

PowerTel is providing nationwide services like point-to-point leased line services, Internet leased line, Tower co-location, MPLS based IP-VPN, SD-WAN, DDoS etc. in all parts of the country with its pan India high-capacity network. PowerTel with its Network of more than 1,00,000 km is present in more than 3000 locations covering all the important cities /towns and metros in India. During the year the telecom backbone availability was 100%. During FY 2023-24, revenue from telecom business was ?822 crore.

• Established International Telecom Gateways at Muzaffarpur (Bihar) and Behrampur (West Bengal) to provide Telecom connectivity to Nepal and Bangladesh respectively.

• Company is proud to receive appreciation from ISRO for high degree of excellence in providing & monitoring mission critical Telecom links which supported the Chandrayaan3 Mission.

8.2. Consulting Services

Your Company, one of the largest power transmission utilities globally, has developed its expertise in core areas including power transmission projects, sub-transmission systems, distribution management, load dispatch, and communications, both in India and internationally. Leveraging this extensive experience, the Company has provided consulting services to numerous clients domestically and abroad. This year, the Consultancy segment generated operational revenue of ?553 crore.

a) Domestic Market

Your Company is implementing some of the flagship projects of Government of India as consultancy assignments, these includes strengthening of the Intra-State Transmission and Distribution Systems (33kV and above) namely 'NER Power System Improvement Project' (NERPSIP) in Manipur, Meghalaya, Mizoram, Tripura, Nagaland & Assam, 'Comprehensive Scheme' for strengthening of Transmission & Distribution in Arunachal Pradesh and Sikkim and Prime Minister's Development Package 2015 (PMDP-15).

The Company is also providing consultancy services to Indian Railway for electrification of unelectrified railways tracks in Central, East Central, South-Western & South-East-Central Railway zones and NHAI in Bharatmala Pariyojana.

Your Company is currently executing about 79 nos. of domestic consultancy assignments in various fields including transmission & sub transmission, design & engineering, EV charging, Renewable, etc. During the year, your Company bagged 21 new domestic consultancy assignments.

Some of the major consultancy assignments include:

• MoU signed with UPPTCL for providing consultancy services for establishment of State Transmission Asset Management System (STAMS) for remote operation of EHV substations of UPPTCL.

• Agreement signed with KPDCL, JPDCL and LPDD for loss reduction in distribution works under Government of India flagship

program of Revamped Distribution Sector Scheme (RDSS).

• Consultancy services to MSETCL for

♦ Up-gradation of existing HVDC Control & Protection System of ±500 kV Chandrapur - Padghe HVDC Bipole link to suitable version of control and protection system.

♦ Re-location of Earth Electrode Station of ±500 kV Chandrapur-Padghe HVDC link of MSETCL at Anjur.

• Consultancy Services to CG Power and Industrial Solution Limited (CGL) for Design/ Drawing review, approval, manufacturing process inspection, stage inspection, witnessing of routine & Type test (Dynamic Short Circuit test) of 1 Unit of 500 MVA, 400 kV Auto Transformer.

• Consultancy Services to M/s GE T&D India Limited for review, drawing/MQP approval, Inspection/ witnessing of routine test, type test and witnessing short circuit test for 500 MVA 400/220/33 kV three phase ICT.

• Consultancy services to NHIDCL for Construction of 2x25MVA, 66/11 kV, substation at Zojila east portal location and 66 kV D/c line from 220/66 kV Drass substation to 66/11 kV Zojila east portal location substation along with 66 kV underground cable work.

• Consultancy services to NHIDCL for Construction of 50MVA 220/33kV Nilgrar Substation and LILO of

one circuit of SLTS at Nilgrar at West Portal location.

• Consultancy services to CVPPL for Laying of 400 kV Dedicated Transmission Line from Pot Head Yards of 1000 MW Pakal Dul HE Project, 624 MW Kiru HE Project & 540 MW Kwar HE Project to proposed Pooling Station in Kishtwar.

b) International Market

On the International front, as on March 31, 2024, your Company has its footprint in 23 countries. Your Company is currently executing about 19 nos. of international consultancy assignments. During the year, your Company bagged 9 nos. of new international consultancy assignments.

Kenya is a strategic gateway to the East African market and a key player in driving regional integration. A privately Initiated Proposal (PIP) for development of transmission project in Kenya has been submitted by your Company in Joint Venture with Africa-50, followed by submission of Project Development Report for implementation of 400 kV & 220 kV Transmission system in Kenya. On May 15, 2024, your Company and Africa 50 received Notice from KETRACO, Kenya to proceed for Negotiation. The estimated cost of the Project is USD 313 Million. Your Company is exploring suitable opportunities to replicate the similar model in other African countries (Tanzania, Mozambique, Republic of Gabon, Nigeria) as well.

9. Cross Border Interconnections

India, being centrally placed in South Asian region, has been playing a major role in establishment and planning of cross-border interconnections with various neighbouring countries in South Asia, South East Asia and Middle East, namely Nepal, Bhutan, Bangladesh, Sri Lanka, Myanmar, Maldives, Oman, UAE, Saudi Arabia, and Singapore for optimal utilization of regional energy resources as well as better capacity utilization due to diversity in peak demand among countries.

The present cumulative power transfer between India and neighbouring countries through cross-border interconnections is about 4,745MW. Additional transmission interconnections with Nepal viz. Gorakhpur (India) - New Butwal (Nepal) 400kV D/C (Quad) transmission line is under various stages of implementation.

10. Quality Management

Your Company has established and maintained systems and procedures in line with the Publicly Available Specification, PAS 99:2012, while also meeting the standards of ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System), and ISO 45001:2018 (Occupational Health & Safety Management System).

External surveillance audit of Integrated Management System (IMS) was completed successfully during FY 2023-24 without any non-conformity. Re-certification of Social Accountability Standard, SA 8000:2014 was accorded by external agency on May 31, 2023, and all the establishments of the Company have been certified with Social Accountability Standard.

Various initiatives taken in the field of quality management are as follows:

• A total of 16,283 nos. inspection calls attended during FY 2023-24.

• To encourage and develop MSME manufacturers for supply of innovative and quality products and to promoting Atmanirbhar Bharat/ Make in India, during FY 2023-24, 83 nos. new vendors were added (out of which 31 nos. are micro/small enterprises).

• New manufacturers applying for registration in the Company were assessed prior to approval. Compliance

to the audit observations, if any, noted during the assessment got complied by hand holding the manufacturer.

• Meetings and discussions with manufacturers were held for rectifying key quality issues. Internal Quality meets were also organized for knowledge sharing during FY24.

• Micro, Small and Medium Enterprises (MSME), registered with the Company, were sensitized about Zero Defect Zero Effect (ZED) program through various modes.

• To encourage and support new vendor, online vendor registration process development and its Version 2.0 was launched.

H. Research & Development (r&d) and Innovation initiatives

As a recognition towards its continuous endeavour for developing innovative technologies, your Company has

been granted two patents by the Indian Patent Office, Government of India, in the field of sustainability, namely:

• Patent (No. 448560) for an invention entitled 'Field Programmable Gate Array (FPGA) based micro-grid control and monitoring system'.

• Patent (No. 516615) for an invention entitled 'Thermal Energy Storage (TES) Based Air Conditioning System and A Method to Manufacture the Same'

This recognition exemplifies Company's innovative spirit and steadfast dedication to advancing indigenous

technology.

During FY 2023-24, the expenditure on Research & Development (r&d) and Innovation initiatives by your

Company is ?218.07 crore

Key developments in the field of Research and Development are as follows:

• Your Company is gearing up towards development of India's first 500MW offshore wind power evacuation system. In this direction, the Company has entered into collaboration with Department of Oceanography, IIT Madras. An MoU has also signed with National Institute of Oceanography for carrying out marine survey / studies for offshore wind power evacuation system.

• Protection Automation and Control laboratory at PARTeC, Manesar has received the prestigious UCAlug Accreditation to perform IEC 61850 Conformance Testing. Globally, POWERGRID is the Second Utility to have the UCAIug Accreditation.

• In line with the 'Aatmanirbhar Bharat' and 'Make in India' initiatives, your Company has developed a Substation Inspection Robot in collaboration with Indian Institute of Technology, Kanpur. The robot utilizes advanced vision processing and AI/ ML algorithms to independently identify and flag any damage or failure to any critical components in the substation. The advent of AI-ML applications overcomes the subjectivity in the inspection by avoiding human intervention in the process.

. For Efficient condition monitoring of Capacitive Voltage Transformers (CVTs) across various bays, a comprehensive solution has been meticulously crafted, comprising a pair of synchronized voltmeters capable of precisely measuring voltage and frequency between the two CVTs in real-time via RF Communications. This innovative solution promises enhanced efficiency and reliability in CVT condition monitoring, providing comprehensive insights for effective maintenance strategies.

. Your Company is in the process of development of Super-Hydrophobic

coating insulators in collaboration with IIT Kanpur, which will improve its performance and reduce the maintenance. Benefit from superior protection against arcing and flashovers, complemented by sustained reduction in leakage currents.

• Your Company has facilitated development of 800 kV and 420 kV Resin Impregnated Paper (rip) bushings.

In this regard, development and the supply of one 800 kV and one 420 kV RIP bushing has been successfully completed at the Aurangabad substation, along with one 800 kV RIP bushing at the Thiruvalam substation. These advanced technology bushings are expected to reduce chances of fire breaking out and have minimalistic effects on the nearby equipment in switchyard in the unlikely event of its failure.

• Comprehensive seasonal measurements of Electro-Magnetic Field were conducted on 23 nos. of 400 kV and 765 kV AC transmission lines in different geographies and the results were made public through POWERGRID's internet website. From the measurements, it is ascertained that the EMF levels remain well within the limits prescribed by international guidelines. This signifies that the transmission lines are operating in a safe and compliant manner, with due regard for the health and safety of the public and the environment.

• POWERGRID Centre of Excellence in Cyber Security at Indian Institute of Science, Bangalore is facilitating continuous research, monitoring, development and demonstration of Cybersecurity aspects in Transmission and Grid Operation.

• In the realm of Power System simulation studies, POWERGRID surged ahead in the past year, achieving remarkable milestones that set new standards in the Power system arena like development of project specific VSC-STATCOM model in PSCAD and PSS/e software and carrying out simulation studies to find out the root cause analysis of system induced equipment failures/ tripping in the system that impacted the operational performance.

• Various labs under POWERGRID Advanced Research and Technology Centre (PARTeC) Labs have been accorded prestigious NABL accreditation as per IEC 17025 standard for Testing Scope. Attaining the NABL Certificate further underscores POWERGRID's commitment towards quality and excellence.

• During India Smart Utility Week 2024, held at New Delhi, two of the R&D Projects has won prestigious India Smart Grid Forum (ISGF) Innovation Awards 2024.

♦ Diamond (1^st Prize) Award in the category, "Smart Technology -Electricity Transmission", for the project, "Application of Geographic Information System, Remote Sensing and Image Processing in Power Transmission".

♦ Gold (3^rd Prize) Award in the category, "Adoption of Artificial Intelligence, Machine Learning and Robotic Solutions - Utility (including Smart Business Models)", for the project, "Autonomous Robotic Solution for Inspection of High Voltage Electrical Substations".

12. Participation in GoI Initiatives

12.1. Promotion of 'Make In India'

Your Company has actively promoted the localization of various goods required for the development and operation of the transmission system. By encouraging foreign manufacturers to establish facilities in India, the Company has supported the Government's Make in India initiative. As a result of these efforts, numerous foreign manufacturers have set up new plants and facilities in India over the past few years, producing equipment such as GIS, transformers, reactors, STATCOM, and OPGW. This has expanded the vendor base and led to a more efficient supply chain.

The Company also encourages existing vendors to upgrade their equipment to higher voltage levels and expand their product range to increase the vendor base.

Furthermore, the Company has strongly emphasized sourcing from local suppliers across its procurement verticals, in alignment with the Government of India policy. This commitment is demonstrated by the fact that, during FY 2023-24, a total of S23,658 crore (201 contracts) was awarded to Indian vendors. The Company is actively fostering the development of its domestic vendor base by encouraging local supplier participation and enhancing the capacity of existing vendors.

12.2. Promotion of Micro, Small and Medium Enterprises (MSME)

In line with Govt. of India directives for promotion of MSMEs, the Company has been complying with the guidelines issued by the Government from time to time. The Company is registered on all the three (03) available Trade Receivable e-Discounting System (TReDS) platforms of (i) Receivable Exchange of India Limited (RXIL) (a NSE - SIDBI JV), (ii) Mynd Solutions Private Ltd (Mlxchange) and (iii) A TREDS Ltd. (Invoicemart). Trade Receivables Discounting System (TReDS) is the platform for facilitating the financing of trade receivables from corporate and other buyers, including Government Departments and Public Sector Undertakings (PSUs), through multiple financiers.

The Company is regularly encouraging MSME suppliers for on-boarding on TReDS Platforms through various Vendor Development Programs (VDPs) being organized at Corporate Center and across Regional establishments all over the country. Your Company also has contractual provisions that MSME vendors may avail TReDS facilities for payment.

Suitable provisions have already been incorporated in the bidding documents of the Company for procurement of various products and services rendered by Micro and Small Enterprises (MSEs) in line with the Public Procurement Policy of the Government of India. The Company has surpassed the target of mandatory procurement of 25% out of total annual purchases of products and services rendered by Micro and Small Enterprises in line with Public Procurement Policy (Order 2012) read in conjunction with its amendment in November 2018.

In terms of the said policy, the total eligible value of annual procurement of goods produced and services rendered by MSEs (including MSEs owned by SC/ ST and Women entrepreneurs) during financial year 2023-24 was S 2,518 Crore. The total procurement from MSEs (including MSES owned by SC/ST and Women entrepreneurs) was S 1,448.46 Crore (57.52%). Further, the total procurement from MSEs owned by SC/ ST entrepreneurs is S 48.63 Crore (1.93 %) and from MSEs owned by Women Entrepreneurs is S 95.70 Crore (3.80%) against the sub-targets of 04% and 03% annual procurement from MSEs owned by SC/ ST and Women entrepreneurs respectively. As such, Company is meeting the sub-target as per Public Procurement Policy for MSEs Order 2012, and its Amendment dated November 09, 2018, which, inter alia, directs that in event of failure of such Micro and Small Enterprises to participate in tender process or meet tender requirements and L1 price, 4 percent sub-target for procurement earmarked for Micro and Small Enterprises owned by Scheduled Caste or Scheduled Tribe entrepreneurs shall be met from other Micro and Small Enterprises.

Annual procurement plan for FY 2023-24 from MSEs is uploaded on www.powergrid.in.

The Company has taken various steps to encourage MSE participation in the procurement process across India as mentioned below:

• Purchase preference to MSEs: Suitable provisions have been incorporated for purchase preference upto 25% from MSEs including 4% from MSEs owned by SC/ST Entrepreneurs and 3% from MSEs owned by Women Entrepreneurs in the Bidding Documents for all procurement of Goods and Services in the ambit of MSEs. For divisible packages, the purchase preference is given to MSEs for upto 25% of package value and for non-divisible packages, the purchase preference is given to lowest MSE bidder for 100% of package value.

• Relaxation in Bid conditions: MSEs are given relaxation in financial qualification criteria in all

procurement of Goods and Services in the ambit of MSEs. Further to encourage participation of MSEs, for procurement of Goods and Services below S5 Crore, 100% relaxation in financial qualification criteria is given to MSE Bidders.

• Waiver of Earnest Money Deposit (EMD): MSEs are exempted from submitting Tender fees and EMD in compliance to the Public Procurement Policy for Micro & Small Enterprises Order, 2012.

• Exclusive Tenders for SC/ST and Women MSEs: POWERGRID has introduced a distinct approach i.e. 'Exclusive Tenders' for SC/ST and Women MSEs where in only SC/ST MSEs are eligible to participate the tenders for certain Goods and Services.

During this year, in order to encourage and develop Micro and Small manufacturers for supply of innovative & quality products, 18 nos. of Vendor Development Programs (VDPs) have been organized in various parts of the country out of which 09 nos. of VDPs were exclusively held for SC/ST and Women MSEs. In these MSE vendor development programs various presentations were made and discussions were held with representatives of numerous Micro and Small Enterprises of our Country. Special focus was kept on Micro and Small Enterprises owned by SC/ ST and Women entrepreneurs. The response of Micro and Small Enterprises in these meetings was overwhelming. A number of Micro, Small & Medium Enterprises have been developed as sub-vendors and approved for supply of components for various equipment.

12.3. Procurement through Government e-Marketplace (GeM):

In line with GoI mandate, procurement through GeM in POWERGRID started in FY 2018-19 and in subsequent years, with persistent emphasis, procurement through GeM has continuously increased. During FY 2023-24, procurement of S5,015 crore of Goods & Services (including one time procurement of Smart meters for S3,546 crore) was done (on consolidated Basis) from GeM portal which is about 3.5 times the procurement of last FY 2022-23 (S1,404 crore).

Further, the percentage achievement for FY 2023-24 in respect of GeM

procurement works out to 100%, of such procurements of which Feature/categories are available on GeM.

13. Sustainable Growth

Your Company is integrating the principles of Environment, Social, and Governance (ESG) into its business operations, emphasizing the importance of the ESG ecosystem. The Company is actively taking steps to align its sustainability practices with global standards.

13.1. Environment and Social Management

Your Company has been practicing the standards of sustainable development integrated in its corporate Environmental and Social Policy & Procedures (ESPP) since 1998, that lays down a detailed framework for identification, assessment, and management for environmental and social concerns at organizational and project level based on the established principles of Avoidance, Minimization and Mitigation with provision of restoration too. The comprehensive coverage and content of the ESPP are demonstrated by its acceptance by two leading Multilateral Agencies of the world i.e. The World Bank and ADB under their Use of Country System (UCS) and Country Safeguard System (CSS) policy in 2009 and 2017 respectively.

Further, recognizing the changing business landscape, your Company has been placing significant importance on Environmental, Social, and Governance (ESG) issues and long-term sustainability goals. It is a matter of great satisfaction that your Company has consistently received high ratings from several independent agencies on sustainability parameters, including ESG. However, your Company has planned to further improve its performance by setting higher goals and scaling up its sustainability efforts. Key initiatives taken in this direction include:

• Your Company has set ambitious goals such as 50% Electricity consumption from renewable sources by 2025, achieving Net Zero by 2047, becoming Water positive by 2030 and Zero waste to landfill by 2030, as part of its ESG Policy, Water Management Policy & Waste Management Policy, all of which have already been approved by the Board.

♦ To achieve the goal of water positivity, your Company is undertaking several steps including reduction of water consumption, implementing rainwater harvesting, treatment & utilization of wastewater and sensitizing employees.

♦ To reduce its carbon footprints, Company has already taken various measures such as installing rooftop solar PV systems in office buildings & establishments, progressively replacing diesel vehicle by electric vehicles, improving carbon sink through plantation, etc. Additionally, your Company is in the process of establishment of large-scale solar PV plants of 85 MW capacity at Nagda, Distt. Ujjain (M.P.)

Further details on Company's E & S performance/ achievement have been provided under BRSR and Natural

Capital sections of this integrated annual report.

13.2. Corporate Social Responsibility (CSR)

For social and economic development of communities, your Company undertakes CSR activities in areas of healthcare, drinking water & sanitation, education, skill development, rural development, and other areas of national importance. The projects are conceived in consultation with the stakeholders, primarily in the vicinity of its area of operations.

Your Company has spent f330.48 crore during FY 2023-24. Further, during the year Company has approved 165 projects worth f471.56 crore.

Major CSR Projects undertaken by the Company during FY 2023-24 are:

a) Completed / handed over the following major CSR projects:

♦ Vishram Sadan at Guwahati Medical College & Hospital, Guwahati (Assam).

♦ Dharamshala/Night Shelter in premises of NIMHANS, Bangalore, Karnataka.

♦ Vishram Sadan at Sir Sayajirao General (SSG) Hospital, Vadodara Gujarat.

♦ Supply and Installation 128 Slice CT scan for emergency medical services department of JIPMER, Pondicherry.

♦ Providing Cath lab equipment with advanced features and renovation of Cath Lab premises at Govt. Rajaji Hospital, Madurai, Tamil Nadu.

♦ Nutritious Support to TB affected patients in Andhra Pradesh - TB Mukt Bharat.

♦ To improve neonatal health facilities and reduce neonatal mortality in Gujarat with the help of G.C.S.R.A provides 10 NICU on wheels across 26 blocks of Gujarat.

♦ Providing financial assistance to National Foundation for Communal Harmony (NFCH) for education of 1911 violence affected students from Assam, Manipur, and Chhattisgarh, etc.

♦ Pediatric Laparoscope, Cystoscope and Endobronchial Ultra-Sound (EBUS) System for Govt. Medical College, Patiala, Panjab.

b) Major CSR projects under progress:

♦ Construction of Vishram Sadan at RIMS, Ranchi.

♦ Construction of Vishram Sadan at MLB medical College Jhansi.

♦ Construction of Vishram Sadan at MKCG Govt, Medical college and Hospital, Berhampur Odisha.

♦ Equipping Interventional Radiology Suite in POWERGRID Modular OT Complex at ACTREC, TMC.

♦ Supply and Installation 128 Slice CT scan for Manorama Raje T B Hospital (MRTB) Hospital, Indore, Madhya Pradesh & Tata Memorial Centre, Homi Bhabha Cancer Hospital & Research Centre, New Chandigarh, Punjab.

♦ Providing Cath lab equipment with advanced features and renovation of Cath Lab premises at Govt. Rajaji Hospital, Madurai, Tamil Nadu.

♦ Providing Medical Equipment for Department of General Surgery Radiology, Gynae & Obs, and Orthopedics, Deben Mehata Govt. Medical College & Hospital.

♦ Providing financial assistance to ESIC Medical College and Hospital, Faridabad in setting up of advanced robotic surgical system for Robotic Surgery.

♦ Providing assistance to Government Hospital, Faridabad for procurement and supply of medical equipment(s) to Civil Hospital, Faridabad and various attached UPHC, DCH, Polyclinics across Faridabad.

♦ Installation of High Technology Nucleic Acid Amplification testing (ID NAAT) Machine at AIIMS, Mohali.

♦ Providing Medical Equipment to AIIMS, Raipur (Chhattisgarh), Bilaspur (Himachal Pradesh) , Betul (Madhya Pradesh) , Nashik & Sasoon (Maharashtra).

♦ Providing financial assistance for supply of medical equipment to Silchar Medical College, Construction of Sick Newborn Care unit/Pediatric Ward to S.N. Dev Civil Hospital and supply of DG sets to 07 BPHC's at District Cachar, Assam.

♦ Providing equipment and instruments for Health and Family Welfare department, Karimganj District, Assam under jurisdiction of National Health Mission.

♦ Providing Normal & ALS Ambulance, Eco Van & Hospital Beds & Nightstands in DDMA & Medical institutions under Govt. of Mizoram.

♦ Construction of new annex building to Dr. Ravi Boro Civil Hospital at Mushalpur in Baksa District (BTR), Assam.

♦ Establishment of Component Separation Unit in Blood Bank of Sivasagar Civil Hospital, Sivasagar, Assam.

♦ Providing Medical Equipment and Machines at District Hospital, Dadra & Nagar Haveli (DNHDD) u/t, GMERS Medical College Hospital, Valsad, various Community Health Centers (Kaprada, Rohina, Bhilad, Atgam, Dungri and etc.) Gujarat.

♦ Purchasing and supplying of Speed Boat Ambulance; Supply of Medical Equipment/Instrument for Automation in Blood Bank, 2 ALS Ambulances, 6 BLS Ambulance for Hospitals in Goa State.

♦ Supply & installation of integrated Air source heat pump & hot water storage tank for supply of hot

water at various departments of Davangere district, Karnataka.

♦ "Sustainable Green Power & Monitoring Services", in District Headquarter Hospital (DHH), Maternal & Child Health Hospital (MCH) and SKCG Autonomous College, Gajapati district , Odisha.

♦ Proposal for providing relief to the Flash Flood affected areas including Restoration Work of 33kV, 11kV and 400V LT line in Sikkim.

♦ Supply & Installation of Solar streetlights in Sitapur, Amroha & Siddharthnagar.

♦ Providing 0.5 MLD Micro Filter Plants at 24 Gram Panchayats in Krishna District, Andhra Pradesh.

♦ Providing financial assistance for organizing job-oriented skill development training programme in the field of Plastic Engineering & Technology for under privileged / unemployed youth at CIPET, Murthal.

♦ Smart Class in Rajasthan.

♦ Setting up Industrial Training Institute (ITI) at Gorakhpur, Uttar Pradesh & Perumbakkam, Kanchipuram district, Tamil Nadu.

♦ To Develop Thirty (30) nos. Anganwadi Centre as model Anganwadi Centre.

♦ Repair and Renovation of 16 Govt. primary and higher primary schools, District Mahoba.

♦ Construction of Library reading room, common room, internal road and development of surrounding area at Munsi Singh College, Motihari.

♦ Furnishing of Town Hall Supaul.

♦ Multipurpose Hall at New Police Line Ara.

♦ Construction of Community Centers & Development of Govt Schools at Kota Providing Medical equipment and development of PHC and Renovation of 3 no's PHC in District health & PW officer under Davanagere District.

♦ Providing a Truck Mounted Vacuum Road Sweeping Machine to Malegaon Municipal Corporation, Dist.-Nashik, Maharashtra.

♦ Engagement of Apprentices FY2023-24.

♦ Skill development of workforce for implementation of Smart Metering under RDSS of GoI.

Important CSR projects sanctioned during FY 2023-24:

♦ Contribution towards PM CARES fund for FY 23-24.

♦ Procurement of Linear Accelerator for treatment of Cancer patients at Homi Bhabha Cancer Hospital & Research Centre, Vishakhapatnam.

♦ Construction of 250 bedded Vishram Sadan at AIIMS, Bilaspur, Himachal Pradesh.

♦ Skill development of workforce for implementation of Smart Metering under RDSS of GoI.

♦ Providing financial assistance to ESIC Medical College and Hospital, Faridabad for procurement of advanced robotic surgical system.

♦ Procurement and installation of MRI and CT scan machines AIIMS, Bilaspur, Himachal Pradesh.

♦ Engagement of apprentice trainees for skill development under CSR initiative of POWERGRID for one year.

♦ Construction of 200 bedded Vishram Sadan at Sir Sunder Lal Hospital, Banaras Hindu University, Varanasi, U.P.

♦ Procurement of medical equipment to AIIMS, Raipur, Chhattisgarh.

♦ Providing smart classrooms systems to 597 smart classrooms in Govt. schools of 3 districts namely Kota, Jodhpur and Jaisalmer of Rajasthan.

♦ Financial assistance for Equipping Interventional Radiology Suite in POWERGRID Modular OT Complex at ACTREC, TMC Mumbai.

♦ Providing 1 no. CT Scanners 128 Slice Machine to MGM Medical College & MRTB Hospital, Indore, MP.

♦ Construction of 15 community halls at Varanasi, UP.

♦ CT Scanner and Molecular Pathology Lab for Homi Bhabha Cancer Hospital & Research Centre, Punjab.

♦ Setting up of Diagnostic Lab with medical equipment at Ganesh Shankar Vidyarthi Memorial Medical College (GSVM), Kanpur.

♦ Supply and installation of medical equipment in 10 PHCs and Repairing & Renovation of 3 PHCs in Davengere District, Karnataka.

♦ Providing nutritious support to TB affected patients in Andhra Pradesh.

♦ Providing 10 NICU on wheels across 26 blocks of Gujarat.

♦ Construction of multi-purpose hall at new Police line, Ara, Distt. Bhojpur, Bihar.

A complete list of all CSR Projects undertaken and sanctioned by the Company during FY 2023-24 are given in Annexure-X of this Report.

14. Governance

14.1. Right To Information

To promote transparency and accountability, an appropriate mechanism has been set up across your Company in line with 'Right to Information Act, 2005'. The Company has nominated Public Information officers and Appellate Authorities at Corporate, Regional Head Quarters and other offices to provide required information to the citizens under the provisions of Act.

The Company has also developed its own web based online RTI portal, which facilitates timely reply of RTI/ Appeal to applicant by real time monitoring of all RTIs/ Appeals. The portal also facilitates auto generation of various RTI reports for internal and external stakeholders.

In FY 2023-24, around 967 RTI applications were received in the Company and processed timely as per the RTI Act, 2005. Training programs / awareness sessions for the Company's CPIOs/PIOs/Appellate Authorities were organized for sensitization about their role in implementation of the RTI Act.

14.2. Commitment to Transparency and Ethical practices

Your Company advocates the principles of Transparency, Probity and Ethics in its management functioning. Vigilance Department of your Company performs Preventive, Pro-active as well as Punitive Vigilance and ensures that the best ethical practices are followed in the organization.

a) Emphasis on Preventive Vigilance

To strengthen the organizational process and to minimize malpractices in various systems & activities of the organization, emphasis on preventive vigilance is being given. Preventive vigilance focuses on the right types of systems or need for re-engineering proactive approach aimed at identification of opportunities and taking action against potential threats.

During FY 2023-24, 71 surprise inspections, 26 process-on-line inspections and 26 Chief Technical Examiner (CTE) Type inspections were conducted. Pursuant to Vigilance inspections and observations/ recommendations, a number of systemic improvements have been implemented.

b) Preventive Vigilance Workshops for Capacity Building

During FY 2023-24, various Preventive Vigilance Workshops and Webinars were conducted for non-vigilance personnel in different regions of the Company. These workshops inter-alia cover contracts management, provisions of Conduct Discipline and Appeal (CDA) Rules, compliances of rules and policies, common irregularities, deliberation of case studies based on real cases, quality aspects as well as Ethics Management which enables the employees to identify and deal with ethical dilemma.

c) Vigilance Awareness

In pursuance of the directions of the Central Vigilance Commission, Vigilance Awareness Week (VAW) was observed in POWERGRID from 30th October to 5^th November, 2023 with the theme dT fOjT/

dj jT"V d ifr jg " "Say no to corruption; commit to the Nation". Further, preventive vigilance

measures cum housekeeping activities were also taken up as a 3 month's campaign from August 16, 2023 to November 15, 2023 as a precursor to VAW-2023. Various activities like essay competition, quiz competition, slogan competition etc were organized within and outside POWERGRID in which more than 14,000 students and 12,700 individuals including employees & their family members participated. Awareness Gram Sabhas have been conducted at 197 villages for dissemination of information regarding the menace of corruption wherein about 13,700 villagers were sensitized to curb the corruption and also to raise complaints at the appropriate authority. Vendor Meet was organized at Corporate Centre and all regions. The message of VAW 2023 was propagated through social media platforms, FM Channel and Electronic media. Journal of Vigilance department of POWERGRID (CANDOUR) and Compendium of Vigilance Circulars released in digital mode during the closing ceremony of VAW.

d) Annual Sectoral Review Meeting

Annual Sectoral Review Meeting (ASRM) of Power Sector by Central Vigilance Commission was organized by POWERGRID in July-2023 at Guwahati. CMDs and CVOs of various organizations of Power Sector participated in the ASRM.

e) Anti-Bribery Management System (ABMS) IS/ISO 37001

ABMS implementation was also taken up by POWERGRID, so ABMS Policy and Implementation Manual & Procedures prepared were approved by the Management. Internal Audits were conducted and application for ABMS certification submitted to BIS. Final Certification Audit for implementation of Anti Bribery Management System (ABMS) IS/ISO-37001 was completed successfully by BIS in March-2024.

14.3. Citizen's Charter

A Citizen's Charter has been formulated for the Company providing a visible front of its Vision, Mission and Objectives. The Citizens' Charter consisting of Company profile, commitments, expectations from citizens, Integrated Management Policy, services offered, values and standards of services, access to information and grievance redressal is available on the Company's website.

15. People: Our Core Strength

Your Company has consistently trusted its employees to meet assigned targets and has relentlessly focused on nurturing their skills by addressing their needs through timely and effective HR interventions. The Company strive to develop and implement systems and practices that enable employees to perform at their highest potential. Our commitment is to attract, retain, and develop employees who align with our core values, ensuring

they work in a safe, healthy, non-discriminatory, and approachable environment.

As on 31^st March 2024, the permanent employees of your Company stood at 8,316 of which women employees constituted 8.39%. The attrition rate of regular employees stood at 1.31% in the year 2023-24. The Company also ensured filling up of key roles of Executive Directors and Chief General Managers in time.

15.1. Human Resource Development

POWERGRID is dedicated to fostering an organizational culture that encourages continuous learning, creativity, knowledge-sharing, and overall development. Company's HR processes and systems are meticulously crafted to attract, nurture, and empower professionals in alignment with the Company's core values. Your Company strive to provide an equitable, collaborative, and safe environment that promotes the well-being of our employees.

The POWERGRID Academy of Leadership (PAL) located in Manesar provides a diverse array of training and development opportunities for both its employees and other stakeholders within India and internationally. Recognized as a Category-I Institution for Training in Transmission by the Central Electricity Authority (CEA) under the Ministry of Power, Government of India, PAL is committed to delivering high-quality training in the field. During the year, more than 450 training and development programs were organized at PAL, Employee Development Centres at Regions and associated premier educational institutes in India and abroad.

Your Company has devised a mentoring and coaching program to provide framework for systematic, smooth and easy transfer and exchange of tacit knowledge, information, skills and competecies within the organization. This program is operated through a dedicated portal "SANDARSHIKA". Through "SANDARSHIKA" portal approximately 8000 employees have benefited.

Your Company has developed 150 e-Learning modules related to different business verticals and 11 refresher courses related to various Company domains benefiting around 8000 employees. In addition to above, your Company has hosted 7 modules related to Power transmission for Government of India's ambitious "Mission Karmayogi" Programme.

During the year, your Company provided following learning courses to its employee:

♦ 3^rd Batch of 50 employees for Artificial Intelligence / Machine Learning course from IIIT-Bangalore.

♦ 2^nd batch of 15 employees sponsored for M.Tech program in POWER System and reliability by NIT Jalandhar.

Leveraging its people's capabilities and infrastructure available at PAL for capacity development of Power sector, your Company has taken following initiatives for stakeholder development:

♦ 1000 apprentices have been engaged in different trades as per the Apprentice Act.

♦ An MoU signed amongst National Skill Development Corporation (NSDC), National Skill Development Fund (NSDF), Power Sector Skill Council (PSSC) & POWERGRID for Skill development training of 6000 unemployed youth in power Sector. At present, 5400 trainees have completed the training across 25 locations in India.

♦ Signing of MoU with PSSC is under final stage of approval to provide skill development training to 6000 candidates for implementation of Smart Metering under RDSS of GoI across India.

♦ Under Capacity Building and Institutional Strengthening - North Eastern Region Power System Improvement Project (CBIS-NERPSIP), POWERGRID is undertaking Capacity Building and Institutional Strengthening program for State Power Utilities in 6 (six) states (Assam, Meghalaya, Mizoram, Manipur, Nagaland, Tripura) and Capacity Building under Comprehensive Scheme in 2 (Two) States (Arunachal Pradesh & Sikkim)).

15.2. Employee Welfare

In order to respond to the constantly evolving business scenario and to address the dynamic requirements of employees, your Company undertakes regular updation of its policies to keep up with the industry trends. To ensure business continuity and develop & nurture the next generation of leaders to guide the Company through future business challenges and opportunities, Succession Planning & leadership Development Policy has been introduced. Further, to formalize the Company's commitment towards the protection of human rights within its value chain, your Company has introduced Human Rights Policy.

The Medical Rules of the Company were reviewed and rationalized to ensure that physical and mental well-being needs of our employees and their families are met. On the Talent Management front, Workmen Promotion Policy and Executive Transfer Policy were revised to meet changing business requirements and employee's career aspirations.

Your Company has been an ardent advocate of physical and mental wellbeing of its employees and in this direction, has organized numerous health talks on various topics to make its employees aware of the cause of diseases and measures to prevent them. In the wake of new diseases and to keep the employees hale and healthy, your Company encourages preventive medical interventions through preventive health checkup and reimbursement of vaccination. Further, as a novel initiative, a 24*7 Emergency

helpline for dealing with medical emergencies of employees and their dependents is functional.

Your Company has constantly encouraged employees to be physically and mentally fit and active. In this direction, it has bagged the 1^st position for excellent performance in sports activities in the Annual Performance Awards 2023-24 by Power Sports Control Board.

Your Company encouraged continuous learning and knowledge upgradation of its employees by providing access to more than 5 million online documents/ resources through EBSCO and IEEE collection with 24*7 access to e-books, e-journals, and standards on different subjects.

Reward and recognition schemes are strategic tools used by organizations to acknowledge and appreciate the efforts and achievements of their employees. These schemes aim to enhance motivation, boost morale, and increase productivity by providing tangible and intangible benefits for exceptional performance. Towards this, PRATIPHAL Award Distribution for FY 2022-23 was held at Nagpur.

Cultural Meet & Exhibition is an event designed to celebrate, showcase, and promote the diversity of cultures within a community, organization, or educational institution. These events provide a platform for participants to share their heritage, traditions, and artistic expressions, fostering mutual respect and understanding among diverse groups. Towards this, Cultural Meet & Exhibition was held on December 10, 2023, at Nagpur.

Your Company has comprehensively reviewed 49 policies and revised 20 policies including Conveyance reimbursement, Child care leave scheme, Fixed Monthly travelling allowance, Higher Education Incentive, Children Merit Award Scheme, Multi-Purpose Advance, Funeral Assistance (SAHARA) Scheme, Acknowledgement of services of retired employees, Benefits to employees posted at Hardship Stations, etc.

15.3. Grievance Redressal

It has always been our priority to promptly redress the grievances, particularly those raised by employees, within the broad parameters of guidelines enumerated by Government of India and policy framework. Employees can lodge their grievances through a 'Employee Grievance Portal', which are promptly redressed by designated

nodal officers at corporate & regional offices. Modified Employee Grievance Redressal Policy called was launched in December 2023 to further ease the employee grievance resolution mechanism.

15.4. Ensuring Social Justice

A separate cell to look after and safeguard the statutory provisions for SC/ ST/ OBC & PwD categories of employees is in place. Liaison Officer looks after the welfare & safeguard of SC/ ST/ OBC & PwD employees and is assisted by the reservation cell. Liaison Officer also ensures that there is no discrimination on the basis of caste, religion & disabilities amongst the employees. To ensure effective discharge of duties across all establishments of POWERGRID, separate liaison officer for each region has been nominated. The Company implements all directives and guidelines with regard to reservation policy issued by Govt. of India. Annual inspection is also conducted to ensure implementation of directives issued by Govt. of India. Periodic meeting is held with representatives of the association of SC/ ST & OBC to resolve issues, if any. Based on the recommendations of the Parliamentary Committee on Welfare of SC/ST and Ministry of Power, all 03 SC/ST Employees Associations, who were claiming their representations in POWERGRID were successfully merged into one SC/ST Association namely "POWERGRID SC/ST Employees Welfare Association".

16. Prevention of Sexual Harassment at Workplace

Training/workshop programs for both male and female employees have been conducted to sensitize them on issues and the law/ Act/ Policy relating to sexual harassment. Workshops on women empowerment, development and gender sensitization are also organized. 03 complaints of sexual harassment was received during FY 2023-24 and the same have been disposed off in stipulated time as per the Guidelines/ Policy.

17. Implementation of Official Language (Rajbhasha)

In pursuance of Govt. of India's Rajbhasha policy to promote Indian languages and Rajbhasha "Hindi", your Company has made all round efforts to integrate and promote use of Hindi in its works at all levels. The Company has proved its commitment to ensure the implementation of Rajbhasha policy and to achieve the goal as laid out in the Rajbhasha Annual Target given by Department of Official Language.

To ensure the increased use of Official language, various activities such as Review meets, Annuvad Abhayaas Karyakram, Workshops, Trainings, motivational programmes have been organized. Computer trainings

are being imparted to enhance the working knowledge in Hindi on computers. Hindi classes are also being organized for non-Hindi speaking employees through Hindi Teaching Scheme.

Various activities are undertaken to publicize Hindi every year, Akhil Bhartiya Rajbhasha Sammelans and technical conferences in Hindi, Kavi Sammelans (Poetry sessions), Plays, publication of House Magazines, publication of monthly articles in Hindi via emails are most prominent among these. These programs have been organized both online and offline during the year 2023-24. Also, various competitions throughout the year with special emphasis during Hindi Pakhwada, Vigilance Awareness Week, Swachchhta Pakhwada, Communal Harmony Week etc. along with departmental meetings as well as Official Language Implementation Committee (OLIC) meetings are also being conducted. During this year many personnel were trained under the Hindi Teaching Scheme. Your Company has established one of the best Hindi libraries among Public Sector where popular/literary Magazines and News Papers have been made available for the employees.

Attractive incentive schemes for employees working in Hindi have been implemented as per the government guidelines. In addition, various reward schemes have been introduced to encourage employees to actively participate in promotion of Hindi, by giving articles/write-ups for in-house magazines, reading library books etc.

The effort made by your Company has been applauded in several forums during the year 2023-24. Various awards were given by Town Official Language Implementation Committee (TOLIC), Rajbhasha Vibhag, Ministry of Home Affairs, Govt. of India, and other agencies regarding Implementation of Official Language. The offices at Shillong, Nagpur, Bangalore, and Vadodara headquarters, Korba and Muzaffarpur sub-stations got the first prize; Kolkata and Bhubaneswar Headquarters, Keonjhar, Jabalpur, Raipur, Nellore, Thiruvananthapuram and Moga sub-stations got the second prize, Kurnool; Secunderabad Headquarters and Durgapur sub-stations got the third prize and Faridabad Headquarter, Jamshedpur, Patiala and Aurangabad sub-stations have been honoured with notable awards to name a few. During the same period, in the Hindi Advisory Committee meeting held on August 17, 2023 of the Ministry of Power, POWERGRID was awarded the third prize for 2021-22 and 2022-23 for excellent official language implementation by the Honourable Union Minister of Power.

Besides, Company's efforts were also applauded during various inspections and discussions done by Hon'ble Committee of Parliament on Official Language on different occasions.

18. Stakeholder Engagement

Your Company focuses on engaging with all its stakeholders and building cordial relationships with them. This helps us in not only understanding their needs and expectations, but also helps us in recognizing opportunities and mitigating risks to our operations. The Company has a framework for engaging with our stakeholders which also includes categories of Stakeholder along with the respective modes of engagement.

19. Management Discussion and Analysis Report

Management Discussion and Analysis Report, forming part of the Directors' Report is placed as Annexure-I of this report.

20. Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report, as stipulated under Regulation 34(2) of the SEBI (LODR) Regulations, 2015, is given in Annexure-II and forms part of this Report.

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

Pursuant to Section 134(3)(m) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, information relating to 'Conservation of energy, technology absorption and foreign exchange earnings and outgo', is given in Annexure-III to this Report.

22. Auditors

22.1 Statutory Auditors of the Company

The Statutory Auditors of the Company are appointed by the Comptroller and Auditor General of India. M/s. S. Ramanand Aiyar & Co., M/s. Sagar & Associates, M/s. Suresh Surana & Associates LLP and M/s. G. D. Apte & Co. were appointed as Joint Statutory Auditors for the FY 2023-24.

The Statutory Auditors have given an unqualified report. The report is self-explanatory and does not require any further comments by the Board.

22.2 Comptroller and Auditor General's Comments

The Company has received no comments on the Financial Statements (Standalone and Consolidated) for

the Financial Year ended 31^st March 2024 from the Comptroller and Auditor General of India (C&AG) under Section 143(6) of the Companies Act, 2013. The communication from C&AG is placed at Annexure-IV.

22.3 Secretarial Audit

M/s. Kumar Naresh Sinha & Associates, Practicing Company Secretary has conducted Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report is placed at Annexure-V.

The observations of Secretarial Auditor are as under:

i. Half of the board of directors of the Company was not independent as required under Regulation 17(1) of SEBI (LODR) Regulations, 2015 and para 3.1.4 of DPE Guidelines on Corporate Governance with regard to Composition of the Board of Directors.

ii. The Company did not have at least one independent woman director on its Board as required under Regulation 17(1)(a) of SEBI (LODR) Regulations, 2015 and at least one-woman director as required under section 149(1) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

Your Company's response to the observation made in Secretarial Audit Report is that the power to appoint Independent Directors in POWERGRID, which is a Government Company vests with the Government of India and the Company has taken up the matter for appointment of requisite number of Independent Directors (including one Independent Woman Director) with Government of India.

22.4 Cost Auditors & Cost Records

M/s Dhananjay V. Joshi & Associates and M/s Bandyopadhyaya Bhaumik & Co., as Cost Auditors were appointed for the FY 2023-24 under section 148 of the Companies Act, 2013.

Your Company is maintaining Cost Accounting Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014, specified by the Central Government under section 148(1) of the Companies Act, 2013.

The Cost Audit Report for the financial year ended 31^st March, 2024 will be filed within the prescribed time period under the Companies (Cost Records and Audit) Rules, 2014.

23. Board & Committees

23.1 Company's Board

During financial year 2023-24, Shri Mohammad Afzal, Joint Secretary, Ministry of Power, Government of India, ceased to be a Director on 17^th May, 2023. In his place Dr. Saibaba Darbamulla, Joint Secretary, Ministry of Power, Government of India was appointed as Government Nominee Director w.e.f. 18^th May, 2023.

Dr. Vinod Kumar Singh completed the tenure as Director (Personnel) of POWERGRID on attaining the age of superannuation w.e.f. 31^st May, 2023.

Shri K. Sreekant, Chairman & Managing Director had been entrusted with the additional charge of the post of Director (Personnel) from 1^st June, 2023 to 31^st August, 2023.

Dr. Yatindra Dwivedi assumed the charge of the post of Director (Personnel) w.e.f. 31^st August, 2023.

Shri Korachara Nagappa Onkarappa, Independent Director ceased to be Director w.e.f. 13^th December, 2023 due to his demise.

Shri K. Sreekant completed the tenure as Chairman & Managing Director of POWERGRID on attaining the age of superannuation w.e.f. 31^st December, 2023. In his place Shri Ravindra Kumar Tyagi, Director (Operations), POWERGRID has assumed the charge of the post of Chairman and Managing Director w.e.f. 1^st January, 2024 and ceased from post of Director (Operations) w.e.f. 31^st December, 2023.

Shri Ravindra Kumar Tyagi, Chairman & Managing Director had been entrusted with the additional charge of the post of Director (Operations) from 1^st February, 2024 to 31^st March, 2024 or till the regular incumbent takes over the charge or until further orders whichever is earlier.

The Board placed on record its appreciation and gratitude to Shri Mohammad Afzal, Dr. Vinod Kumar Singh, Shri Korachara Nagappa Onkarappa and Shri K. Sreekant, for their valuable contribution in steering the affairs of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, the resolutions w.r.t. reappointment of Shri Ravisankar Ganesan (DIN: 08816101) as Director liable to retire by rotation, has been included in the Notice of Annual General Meeting.

23.2 Number of Meetings of the Board

Board of Directors met 16 times during financial year 2023-24. Details regarding dates and attendance at the Board meetings are provided in the Report on Corporate Governance, which forms part of this report.

Report on the Corporate Governance is enclosed at Annexure-VI, and the certificate thereon, issued by Practicing Company Secretary pursuant to Schedule V Para E of SEBI (LODR) Regulations, 2015 is attached at Annexure-VII to this Report.

23.3 Committees of the Board

The Company has constituted Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee and other Committees for operational convenience. The composition and scope of the aforesaid Committees are provided in the Report on Corporate Governance, which forms part of this report.

23.4 Declaration by Independent Directors

During the financial year, all the Independent Directors have met the requirements specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 for holding the position of 'Independent Director' and necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 has been received.

Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of SEBI (LODR) Regulations, 2015, M/s Naresh Kumar Sinha & Associates, Company Secretaries have issued Certificate of Non-Disqualification of Directors, who were on the Board of the Company during FY 2023-24.

23.5 Performance Evaluation of Directors

This has been provided in the 'Report on Corporate Governance' section of this Report and you may refer it for details.

23.6 Policy on Director's Appointment and Remuneration

The Company has framed a policy on the remuneration of the Directors, KMPs and employees. The said policy is available on our website at

https://www.powergrid.in/sites/default/files/Investor Relation/Reports Filings/Code of Conduct Policies/04 Remuneration%20Policy.pdf

24. Compliances

24.1 Risk Management Policy

Information on Risk Management Framework is covered in the Management Discussion and Analysis placed at Annexure-I of this Report.

24.2 Internal Financial Controls and Adequacy

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its businesses, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds, error reporting mechanism, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

24.3 Annual Return of the Company

In accordance with Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, Annual Return of the Company is available on the website of the Company and can be accessed at https://www.powergrid.in/sites/default/files/agm_egm_files/finalforwebsite_MGT7.PDF

24.4 Loans, Guarantees or Investments

Loans, Guarantees or investments under Section 186 of the Companies Act, 2013 form part of the notes to financial statements attached to this Report.

24.5 Contracts or Arrangements with Related Parties

Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are given at Annexure-VIII of this Report. Further, attention of the members is drawn on Note No. 55 of the Financial Statement which sets out related party disclosure.

24.6 Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2024, the Company has 47 subsidiaries, 12 Joint Ventures and 4 Associate Companies.

Salient features of the financial of our Subsidiaries and Joint Ventures are covered in the Management Discussion and Analysis and a statement in the prescribed Form AOC-1 is annexed as Annexure-IX of this Report.

24.7 Dividend Distribution Policy

The dividend distribution policy setting out the parameters and circumstance that will be considered by the Board in determining the distribution of dividend to its shareholders and/or retained profits earned by the Company available on the Company's website at

https://www.powergrid.in/sites/default/files/Dividend%20Distribution%20Policy.pdf

24.8 Significant Material Orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

25. Annual Report on Corporate Social Responsibility (CSR)

In terms of provisions of Section 135 of the Companies Act, 2013, read with amended Companies (CSR Policy) Rules, 2014, the Annual Report on CSR activities in the format prescribed under the said rules is annexed to this Report at Annexure-X.

26. Particulars of Employees

Your Company being a Government Company, the provisions of Section 197(12) of the Companies Act, 2013 and relevant rules issued thereunder, are not applicable as per the notification dated 5^th June, 2015 issued by the Ministry of Corporate Affairs.

The terms and conditions of the appointment of Functional Directors are subject to the applicable guidelines issued by the Department of Public Enterprises (DPE), Government of India from time to time.

27. Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

28. Reporting of Frauds by Auditors

During the year under review, none of the Auditors have reported to the Audit Committee or the Board, under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

29. Fixed deposits

We have not accepted any fixed deposits, including from the public and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

30. Secretarial Standards of ICSI

The Company has followed the requirements prescribed under Secretarial Standard on Meetings of Board of Directors (SS-1) and General Meetings (SS-2).

31. Material Changes & Commitments

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

32. Directors' Responsibility Statement

As required under Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Directors confirm 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 judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company at the end of the financial year and of the profit 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 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.

33. Acknowledgements

The Board of Directors would like to express their deep sense of appreciation for the guidance and cooperation received from Government of India, particularly the Ministry of Power, Ministry of Finance, Ministry of Home Affairs, Ministry of External Affairs, Ministry of Statistics and Programme Implementation, Ministry of Environment & Forests, Ministry of Corporate Affairs, Central Electricity Regulatory Commission, Appellate Tribunal for Electricity, Central Electricity Authority, NITI Aayog, Department of Public Enterprises, Regional Power Committees, Office of the Comptroller and Auditor General of India, and other concerned Government departments/agencies at the Central and State level without whose active support, the achievements of the Company during the year under review would not have been possible.

Special thanks to our valued customers, State Governments and State power utilities and other clients, who have awarded various consulting works and reposed faith in Company's capability to handle them. The Board also appreciates the contribution of Contractors, Vendors and Consultants for successful implementation of various projects by your Company.

The Directors also acknowledge the valuable suggestions and guidance received from the Statutory Auditors during the audit of accounts of the Company for the year under review. The Board also conveys its sincere thanks to national and international financial institutions, multilateral financial institutions, domestic & international credit rating agencies for their assistance, continued trust and confidence reposed in the Company.

On behalf of Board of Directors, I would like to place on record our deep appreciation of the dedicated efforts and valuable services rendered by the employees contributing to the performance of the Company during the year 2023-24. The commitment displayed by the employees at all levels is exemplary and praise-worthy. I would also like to thank the Executive team for their strong leadership, the employee unions for their support and all our employees for their commitment, enthusiasm, and dedication.