Driving Sustained Excellence and Long-Term Value

Adani Energy Solutions is committed to upholding the highest standards of corporate governance, reflecting fairness and ethical business conduct. The Board of Directors sets the tone from the top, ensuring integrity, compliance, and responsible decision-making permeate every level of the organisation. Our robust framework, comprising structured governance committees, comprehensive policies, and rigorous risk management, goes beyond statutory compliance to act as a strategic enabler for growth, sustainability, and innovation, strengthening resilience and creating long-term value for all stakeholders.

Governance Practices-in-Action at the Adani Portfolio of Companies

Planned Initiatives to Strengthen Governance

Based on its strategic roadmap, the Adani Portfolio of Companies are currently in the process of formalising key initiatives and integrating strengthened assurance practices. The transition to the new framework is expected to be adopted within a three to five years horizon. These measures are planned to further enhance governance standards, and provide stakeholders with continued confidence in our stability, transparency, and resilience of both the family office and holding company structures within the Adani Portfolio.

Strategic Focus Areas

Business Ethics and Integrity

Digitisation, Data Privacy & Information Security

Public Policy & Advocacy

Economic Performance

Corporate Governance Structure

Built on Trust, Transparency and Accountability

Governance Snapshot

Corporate Governance Framework

At Adani Energy Solutions, our governance structure is closely aligned with our strategic objectives and stakeholder expectations. It not only facilitates effective risk management and operational excellence but also reinforces stakeholder trust by promoting open communication and fair business practices. We have established stringent governance targets and consistently evaluate and transparently disclose our progress against them.

⊕ Read about our governance targets and progress in the ESG Approach section on Pg. 142

During the reporting year, Adani Energy Solutions undertook key enhancements to its governance structure. The governance committees were enhanced with greater independent director representation and sharper mandates for improved oversight. Key policy reforms were introduced to improve transparency, compliance, and ethical conduct, with notable changes to the Code of Conduct and whistleblower mechanism. These measures have further reinforced Adani Energy Solutions’ governance architecture, ensuring it remains agile and responsive to evolving regulatory and stakeholder requirements.

Board Structure and Composition

(Out of the total 08 Directors on the Board, 03 are independent or non-executive members with industry experience)

Board Diversity*

Nationalities

Average age

64

years

*There are no under-represented social groups in our governance body.

At Adani Energy Solutions, the Board’s composition fully meets the requirements laid out in the Companies Act 2013, SEBI Listing Regulations, and other applicable laws. It aligns with Regulation 17 of the SEBI Listing Regulations and Section 149(4) of the Act, in line with SEBI’s rule for the top 1,000 listed companies.

Our Board is thoughtfully structured to balance executive leadership with independent oversight. It comprises an optimal mix of experienced non-executive and independent directors, ensuring leadership continuity and robust oversight. Regular reviews, stakeholder engagement, and strategic discussions help ensure the Board and senior management respond effectively to sectoral shifts, stakeholder expectations, and emerging risks.

In accordance with the provisions of Section 14 of the Companies Act, 2013, any alteration to the Articles of Association (commonly referred to as the bylaws) of Adani Energy Solutions shall be effected only by passing a special resolution at a general meeting of the shareholders. The Board must first approve the proposed amendments to the Directors and subsequently place them before the shareholders for their consideration and approval.

Board Composition and Diversity

A well-balanced and diverse Board enhances the effectiveness of governance and decision-making at Adani Energy Solutions. The Directors bring deep expertise across domains such as energy, infrastructure, public policy, finance, legal, and social development. The Board also reflects diversity in gender and professional backgrounds, including engineering, law, public administration, and international trade, enriching its collective expertise. Such diversity strengthens Board deliberations by bringing varied perspectives and relevant industry insights, enhancing our ability to anticipate risks, evaluate opportunities, and deliver long-term stakeholder value.

⊕ Read further Board Diversity Policy

Board’s Independence

Adani Energy Solutions has established its own independence criteria for Board members, ensuring that directors are free from any material relationships that could compromise their objectivity and integrity. These criteria include restrictions on prior executive employment with the Company, financial transactions exceeding defined thresholds, and familial ties to current executive officers. Directors are also required to have no affiliations with major suppliers, customers, or advisory roles, and must not hold personal service contracts or positions within entities receiving significant contributions from Adani Energy Solutions.

Furthermore, individuals who have served as partners or employees of the Company’s external auditors within the past year are disqualified from Board service. Any other potential conflicts of interest are assessed by the Board to determine whether they impair independence. This framework ensures that Board oversight remains impartial, strategic, and aligned with stakeholder interests.

Oversight from the Board, Board’s Committees and the Leadership

Board’s Role and Responsibilities

The Board is entrusted with setting the Company’s long-term direction, overseeing risk management, and safeguarding the interests of investors, stakeholders, and regulators. It sets the Company’s vision, approves strategic priorities, and ensures appropriate systems are in place to monitor performance, compliance and internal controls. The Board maintains independent oversight, distinct from management’s execution of day-to-day operations, to uphold accountability and sound governance.

The Board also guides the formulation of governance policies, periodically reviewing and approving them to align with evolving regulations and best practices. The management proposes policy updates, which are carefully evaluated and ratified by the Board, ensuring a resilient and future-ready governance framework.

Board’s Oversight on Sustainability and ESG Impacts

The Board has appointed its Corporate Responsibility Committee (CRC) as the apex governance body responsible for steering the Company’s environmental, social, and governance (ESG) agenda. It comprises directors with deep expertise in governance, public policy, and strategic leadership. The CRC ensures that Adani Energy Solutions’ ESG commitments are not only aspirational but also measurable and actionable. At the management executive level, the CRC is supported by the designated Chief Sustainability Officer (CSO), who plays a pivotal role in translating Board-level ESG strategy into actionable initiatives across the organisation. Together, they facilitate regular briefings to the Board, ensuring integration of stakeholder’s feedback into strategic planning and policy formulation and aligning our ESG and climate strategy with the global & national frameworks.

⊕ Read more about our Sustainability Governance in the Risks and Opportunities section on Pg. 70

Board Committees and Responsibilities

The Board has constituted a framework of statutory and non-statutory committees that serve as extended arms of the Board in strengthening governance effectiveness and operational oversight. These committees operationalise the Board’s directives, oversee various business functions and support management in disciplined execution. Each committee comprises an optimal blend of executive, non-executive, and independent directors and operates under defined Board-approved charters. The Board maintains direct oversight of all committee activities and retains authority over all critical matters. Minutes of meetings and updates on critical matters are regularly presented to the Board for review. The Board and its committees regularly deliberate on strategic priorities such as sustainability, financial performance, risk mitigation, and regulatory compliance, ensuring discipline and oversight. During the reporting year, no critical concerns were escalated to the Board, demonstrating robustness of the committee structure in preemptive issue resolution and strategic alignment.

⊕ Read further Board Committee Charters

Board Committee Composition Snapshot

Chair of the Highest Governance Body

The Chair of the highest governance body plays a crucial role in the effective functioning and management of the organisation.

Key Responsibilities

• Leads Board meetings and sets agendas for focused discussions and informed decision-making
• Serves as a key link between the Board and senior management, ensuring clear communication and strategic alignment
• Strengthens leadership continuity and governance stability

Together with the Board, promotes accountability, transparency, and regulatory compliance, reinforcing investor confidence.

Board Nomination and Selection

The Nomination and Remuneration Committee (NRC) identifies, evaluates and recommends candidates for appointments to the Board, its committees and key managerial positions. The involvement of all Independent Directors in the nomination and selection process ensures fairness, impartiality and objectivity. The NRC aligns the selection criteria, desired experience and competencies with Adani Energy Solutions’ strategic objectives, long-term goals and regulatory requirements, enabling a strong, future-ready leadership team.

⊕ Read more under Corporate Governance Report Pg. 374

Desired Board Competencies

Selection Process

Board’s Accountability and Effectiveness

Key Measures to Ensure Board’s Accountability

Board’s Performance Evaluation

The Board undertakes an annual evaluation of its own performance, along with that of its committees and individual directors, covering composition, competencies, attendance, and strategic oversight. The Nomination and Remuneration Committee (NRC) oversees this process and reviews succession planning for the CEO and senior leadership. The Board members are subject to annual reappointment, with no limitations on directors’ liabilities, reinforcing accountability. The Board also monitors external mandates to ensure Directors maintain adequate focus and effectiveness. Evaluation outcomes are deliberated at the Board level and enriched through stakeholder feedback gathered through monthly reports and quarterly reviews and facilitated by the Stakeholder Engagement and Corporate Responsibility Committees.

The governance practices are validated through independent assurance and compliance with SEBI Listing Regulations.

⊕ Read more under Directors’ Report Pg. 346

Board’s Remuneration

The Nomination and Remuneration Committee oversees all compensation matters, ensuring alignment with strategic objectives, ESG targets and shareholder expectations. Compensation practices are periodically reviewed and benchmarked against industry standards to maintain internal equity and external competitiveness.

Non-executive Directors receive commission-based remuneration (capped at 1% of net profits) and sitting fees for Board and committee meetings, balancing fair compensation with independence. Shareholder input is integrated through voting on remuneration resolutions, and no external consultants are engaged in the process.

⊕ Read further Nomination & Remuneration Policy

A formal Clawback Policy applies to the CEO and senior executives, enabling recovery of variable pay in cases of misconduct or material misstatement.

Board’s Familiarisation and Competence Building

Adani Energy Solutions enhanced the Board’s capabilities through year-round education, enabling informed decisions and the Board’s overall effectiveness:

• Induction sessions for new and existing Directors covering the Company’s code of conduct, risk management framework, and compliance protocols
• Regular updates on regulatory changes and industry best practices
• Targeted workshops and briefings on finance, operational excellence, digital transformation, and strategic planning.

⊕ Read more under the Corporate Governance Report Pg. 374

⊕ Read more under BRSR-Principle 1 on Pg. 439

Management Ownership

Adani Energy Solutions has 50.08% by SBAFT 72.73% overall promoter group holding of its equity held by the S. B. Adani Family Trust. The Company’s executive leadership, including the Chief Executive Officer, Managing Director, and Chief Financial Officer, does not hold direct shares in Adani Energy Solutions. There is no government ownership in the Company, and the Company does not possess any golden shares designated for governmental institutions.

Integrating Ethics and Compliance

Code of Business Ethics and Conduct

Ethics at Adani Energy Solutions drives culture, behaviour, and builds trust with all stakeholders. Our foundation is built on a comprehensive Code of Business Ethics and Conduct, supported by regular audits, whistleblower mechanisms, and continuous education. The Code applies to all our directors, senior management, employees, and business partners.

In FY 2025-26, we achieved 100% training coverage for ethical standards, with zero reported penalties or sanctions for noncompliance during the reporting period.

Adani Energy Solutions’ Code of Business Ethics and Conduct

⊕ Read further Directors & Senior Management Code of Conduct

⊕ Read further Corporate Supplier Code of Conduct

⊕ Read further Employee Code of Conduct

⊕ Read further Guidance for COC - Employees

Managing Conflicts of Interest

Maintaining integrity in decision-making is the cornerstone of governance. The Code of Conduct for Directors and senior management provides clear guidelines to prevent conflicts of interest and requires them to avoid any activities or relationships that could lead to conflict with the Company’s interests. It mandates prompt disclosure of any actual or potential conflict of interest to the Company Secretary.

All disclosures, actions, and decisions are documented for review and audits by the oversight committee and external auditors. The Board members submit annual disclosure statements detailing their financial interests, directorships, employment positions, and any other affiliations that could potentially influence their decisions, including immediate updates for any new potential conflicts.

ZERO cases of conflicts of interest were reported in FY 2025-26, including cross-board membership, cross-shareholding with suppliers and other stakeholders, the existence of controlling shareholders and related parties, their relationships, transactions, and outstanding balances.

⊕ Read more under the BRSR-Principle 1 Pg. 439

Proactive Measures to Prevent Conflict

Anti-Bribery and Anti-Corruption

Adani Energy Solutions upholds a strict zero-tolerance policy towards bribery and corruption as part of its governance and compliance framework. In FY 2025-26, the Company reported zero cases* of bribery, corruption, or disciplinary action involving directors, key managerial personnel (KMPs), employees, or workers. This strong track record marks the effectiveness of our internal controls and ethical culture. Vigilance and enforcement are strengthened through anonymous whistleblower channels, periodic audits, and oversight by an independent committee, ensuring any misconduct is promptly addressed and transparently recorded.

* During FY 2022-23, a short seller report raised allegations against Adani Group entities, including Adani Energy Solutions Limited, which were subsequently addressed through legal and regulatory reviews. On January 3, 2024, the Hon’ble Supreme Court directed SEBI to conclude two remaining investigations, which Adani Energy Solutions believes have since been completed. The Company received show cause notices during FY 2024-25 regarding a former auditor’s peer review certificate and historical shareholding classification, both of which were duly responded to and have no bearing on current compliance. In November 2024, the non-executive director of Adani Energy Solutions was named in legal proceedings by the US DOJ and SEC, though the Company itself is not involved. Based on legal opinions, regulatory updates, and internal reviews, Adani Energy Solutions concluded that these matters do not materially impact its financial statements or compliance status.

100% stakeholder groups, including the Board of Directors, senior management, employees, suppliers (Tier 1 on whom PO whom the PO/SO order was placed in the reporting period) and contract workers were trained on anti-bribery and anti-corruption policies, as part of a wider initiative to ensure awareness and adherence to the Company’s Code, which also covers human rights, environmental sustainability, and responsible business practices.

Whistleblower Mechanism

Adani Energy Solutions maintains a secure and accessible whistleblower mechanism enabling employees, Directors and stakeholders to report concerns related to unethical behaviour, policy violations, or governance breaches. It is overseen by the chairman’s office. It allows for anonymous, multi-lingual reporting through different modes of communication, including online and written submissions.

All disclosures are treated confidentially, with a zero-tolerance policy against retaliation to protect individuals who report in good faith. Employees receive mandatory annual training on using the system, supported by scenario-based learning modules. The whistleblower policy outlines a transparent investigation process that ensures every case is addressed fairly, diligently, and with integrity.

⊕ Read further Whistleblower Policy

Incidents of Violations

Corporate Governance and Sustainability Policies

Adani Energy Solutions’ policy architecture is designed to anticipate risks, seize opportunities, and align with global best practices. These policies are crafted to address material issues with precision and purpose encompassing ethical conduct, environmental stewardship, and social responsibility. Notably, the Company is a signatory to the India Business and Biodiversity Initiative (IBBI) 2.0 and has committed to Net Positive Gain in biodiversity by FY 2024-25. Policies are reviewed periodically, informed by stakeholder feedback, regulatory developments, and internal assessments, ensuring that Adani Energy Solutions remains adaptive and forward thinking.

⊕ Read further ESG policies

In FY 2025-26, Adani Energy Solutions undertook comprehensive reviews of its Corporate Governance and Sustainability Policies, which led to updates in the environmental targets and enhanced supplier engagement requirements. These changes were approved by the Board and communicated to all stakeholders.

Integration of Policies

Policy Influence and Advocacy

At Adani Energy Solutions, we recognise that energy transition cannot be achieved by infrastructure alone; it requires enabling policies, collaborative dialogues and regulatory foresight. Our public policy advocacy and lobbying engagements with regulators, ministries & government bodies, think tanks and Trade & industry associations focus on accelerating climate action and decarbonisation by enabling a smarter, more efficient energy ecosystem. We actively participate in sectoral and global forums to amplify our voice on climate action, advocating for policies that promote renewable integration, decentralised energy solutions, demand-side efficiency, grid modernisation, electric vehicle infrastructure and sustainable finance. Stakeholder engagement is central to this process, with targeted communication and consultation to inform policymakers and strengthen collaborative dialogue. Our internal procedures are guided by research-led policy inputs to influence decision makers on ESG-related matters. This approach ensures our public policy positions are evidence-based, strategically-aligned, and contribute effectively to our long-term ESG goals.

⊕ Read more about Our Focus Areas of Policy Influence in the Environment section on Pg. 154

Policy Influence Areas

Focus Area

Description

Support for renewable energy expansion

Solar, wind, hydro; encourage deployment of new projects and facilitate permits to boost clean power generation

Advancing smart grids and grid modernisation

Implement advanced metering and automation to enhance reliability and efficiency

Promoting energy efficiency and demand-side programmes

Launch initiatives to reduce consumption and lower costs for households and businesses

Setting emission standards and environmental compliance

Enforce regulations to limit harmful pollutants and protect public health

Advocating rural electrification and universal access

Expand infrastructure to remote areas to ensure everyone has affordable electricity

Engaging in tariff reforms and financial sustainability

Update pricing models to reflect market changes and maintain utility viability

Standardising integration of distributed energy resources

Create consistent rules for connecting rooftop solar, battery storage, and other sources

Ensuring consumer rights and service quality

Monitor utilities to safeguard fair treatment and continuous improvement of services

Developing workforce training and skill initiatives

Provide education and certification programmes to prepare workers for emerging industries

Supporting research, innovation, and clean technology

Fund pilot projects and R&D to accelerate progress in sustainable energy solutions

Key Trade & Industry Associations and Global Collaborations Followed & Promoted

Cybersecurity and Data Privacy

Governance Framework

In an increasingly digital and interconnected energy ecosystem, strong cybersecurity and data privacy practices are essential to protect critical infrastructure, customer information, and operational continuity. As Adani Energy Solutions expands its energy infrastructure, safeguarding systems from evolving cyber threats is vital to maintain stakeholder trust, ensure regulatory compliance, and support reliable, uninterrupted power delivery.

FOUNDATIONAL FRAMEWORK

Board-Approved Policies and Procedures

Ensure integrity and confidentiality of information assets

Certified Systems and Global Standards

ISO 27001:2001 (Information Security Management Systems)

ISO 22301:2019 (Business Continuity Management Systems)

NIST Cybersecurity Framework provides global best practice resilience

OVERSIGHT AND ACCOUNTABILITY

Board Level

Information Technology and Data Security Committee (IT&DS)

Provides strategic direction and oversight at the top-level

Guides Cybersecurity, data protection, and privacy practices

Reviews organisational resilience against cybersecurity risks

Risk Management Committee

Oversees cyber risk management, along with the IT&DS Committee, through Enterprise Risk Management (ERM) framework

Executive Management Level

Chief Information Security Officer, CISO

Manages information security risks through the ‘Three Lines of Defence Model’ with defined treatment plans

Drives implementation of related policies and strategies

Apprises Board Committee on organisation’s preparedness through scheduled half-yearly meetings or ad-hoc briefings, as required

Information Security and Data Privacy Architecture

Three Lines of Defence Model

Layered Controls for Defence in Depth

Technical Controls

Compliance Measures

Cyber Hygiene and Awareness

We promote a strong cyber-aware culture by embedding everyday digital safety practices and continuous learning across the organisation. This approach ensures our employees remain vigilant, informed and equipped to safeguard critical systems and data.

Data Privacy: Policy and Procedures

The Company recognises that its networked data and corporate activities require diligent information management to mitigate risks such as legal exposure, reputational damage and exclusion from certain activities. Adani Energy Solutions has established an enterprise-wide framework to effectively implement its privacy policy across the entire operations.

Core Implementation Measures

⊕ Read further our Data Privacy Policy

Customer Privacy Information

1. Nature of Information Captured

AEML collects and processes customers’ personal data from customers to provide electricity and related services. Information is gathered through direct interactions with our website, app, customer care, third-party sources, and automated technologies such as cookies.

The categories of data we collect include, but are not limited to:

2. Use of Customer Data

The customer data is used for defined primary and secondary purposes, governed by applicable data protection laws and as detailed in the Data Privacy Policy’s “Our Use of Data” section.

Primary Uses

• To provide, improve, and personalise our electricity and related services
• To conduct marketing, promotional campaigns, and loyalty programmes (with consent where required)
• To process, manage, and account for customer transactions
• To protect against fraud, unauthorised access, illegal activities, and to comply with legal obligations
• To communicate with customers regarding services, confirmations, invoices, and updates
• To enhance website/app performance, security, and customer experience
• To deliver customer support and respond to queries or complaints

Secondary Use

• Analytics, targeted advertising, and sharing feedback for marketing purposes

3. Customer Control Over Data

AEML empowers customers with clear rights and choices regarding their personal data, including:

All requests can be made via the contact details provided in our Data Privacy Policy and will be processed within the legally stipulated timelines. For more information, customers may refer to the “Your Rights and Choices” section of our policy.

4. Data Retention Policy

Personal data is retained by AEML as long as necessary for service delivery, legitimate business purposes, and legal regulatory, and contractual compliance. Retention periods may vary by data type and purpose. Data may persist in backup or archival media for audit, legal, tax, or regulatory purposes, even after deletion. This retention policy is publicly disclosed in the “Retention of Data” section of our Data Privacy Policy.

5. Data Protection Measures

Our key technical and organisational measures to safeguard customer data include:

• Storing personal data on secure servers with restricted access
• Ensuring access controls on mobile devices and platforms
• Implementing systems to detect, prevent, and respond to data breaches
• Conducting periodic security reviews and updates aligned with industry standards
• Requiring customers to keep account credentials confidential and promptly report suspected misuse

⊕ Read further “Data Security” section of the Data Privacy Policy.

6. Third-Party Disclosure Policies

AEML may share customer data under the following circumstances:

All disclosures are governed by our Data Privacy Policy and applicable law. Customers are informed of third-party sharing, and consent is obtained where required, especially for marketing or secondary data use. For more details, customers may refer to the “Sharing of Data” section of the privacy policy.

7. Monitoring and Reporting of Secondary Data Use

AEML does not publicly report the percentage of users whose data is used for secondary purposes (e.g., analytics, tailored advertising, or marketing), in line with our current Data Privacy Policy. No evidence of such public reporting or metrics is available on the corporate website or in the Data Privacy Policy as of the last update May 14, 2026. Customers are advised to consult the corporate website or contact AEML directly for the most current information on this aspect.

Data Privacy Support and Contact Information

We remain committed to transparency and responsible data management. We encourage customers to review our Data Privacy Policy for complete information. For any questions, requests regarding data rights, or to lodge grievances, customers may contact:

• General Enquiries: helpdesk.mumbaielectricity@adani.com
• Grievance Officer: Mr Naman Vyas
• Email: privacy.AESL@adani.com

All requests are addressed within 30 days as stipulated by law. Any updates to our privacy practices are communicated on our website with a revised “Last Updated” date.