Reliance Power Limited — Proxy Solicitation & Information Statement 2024

Oct 4, 2024

Reliance Power Limited CIN: L40101MH1995PLC084687

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Registered Office: Dhirubhai Ambani Knowledge City Reliance Centre, Ground Floor, Thane Belapur Road, 19, Walchand Hirachand Marg, Koparkhairane, ~~Ballard Estate, Mumbai - 400 0~~ 01 Navi Mumbai 400 710

Tel: +91 22 4303 1000 Fax: +91 22 4303 3166 www.reliancepower.co.in

October 04, 2024

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai 400 001 BSE Scrip Code: 532939

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G Bandra-Kurla Complex, Bandra (East) Mumbai 400 051 NSE Symbol: RPOWER

Dear Sir(s),

Sub.: Postal Ballot Notice

Pursuant to Regulation 30 and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Postal Ballot Notice and the Postal Ballot Form are being sent to the Members of the Company whose names appear in the Register of Members or the Register of Beneficial owners maintained by the depositories as of Monday, September 30, 2024 (Cut-off date) seeking their approval through Postal Ballot as per the requirements of Section 110 of the Companies Act, 2013 read with the Rules made thereunder.

The Company has engaged the services of KFin Technologies Limited, Hyderabad, Registrar and Transfer Agent of the Company, for providing e-voting facility. E-voting period commences on Saturday, October 05, 2024 at 10.00 A.M. (IST) and ends on Sunday, November 03, 2024 at 5.00 P.M. (IST). The result of Postal Ballot will be announced on or before on Tuesday, November 05, 2024.

A Copy of Notice of Postal Ballot and Postal Ballot Form are enclosed. The Postal Ballot Notice and Postal Ballot Form are also available on the website of the Company at www.reliancepower.co.in.

Kindly take the same on record.

Thanking you.

Yours faithfully,

For Reliance Power Limited

Digitally signed by RAMANDEEP RAMAND KAUR EEP KAUR Date: 2024.10.04 22:37:45 +05'30'

Ramandeep Kaur

Company Secretary cum Compliance Officer

Encl.: As above

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Reliance Power Limited

CIN: L40101MH1995PLC084687 Registered Office : Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 Tel.: +91 22 4303 1000, Fax: +91 22 4303 3166 Email : reliancepower.investors@relianceada.com Website: www.reliancepower.co.in

Notice pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014

Notice is hereby given to the Members of Reliance Power Limited (“the Company”), for seeking consent of Members of the Company for transacting the Special Business by passing the following resolutions through Postal Ballot including Electronic Voting (e-voting) pursuant to Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with the Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the rules made thereunder, read with other relevant circulars, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force):

1. Introduction and Implementation of ‘Reliance Power Employee Stock Option Scheme 2024’

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 (the Act), and the rules made thereunder, including Companies (Share Capital and Debentures) Rules, 2014 (in each case, including any statutory modification(s) or re-enactment thereof), and all applicable Regulations of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) or re-enactment thereof) (hereinafter referred to as “SEBI (SBEB) Regulations”), all other applicable laws, the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the Listing Regulations”) including any statutory modification(s) or re- enactment(s) thereof, for the time being in force and subject to such other approvals, permissions and sanctions, as may be necessary

and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of the Members of the Company be and is hereby accorded for the introduction and implementation of ‘Reliance Power Employee Stock Option Scheme 2024 (the “Scheme”), the salient features of which are detailed in the Statement pursuant to Section 102 of the Companies Act, 2013 annexed to this Notice, and authorise the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has designated as Compensation Committee to exercise its powers, including the powers, conferred by this resolution), to create, issue, offer, grant and allot from time to time, in one or more tranches, up to 22,00,00,000 Stock Option convertible into 22,00,00,000 equity shares of face value of ` 10 (Rupees Ten only) each fully paid up, ranking pari passu with the existing equity shares of the Company for all purposes and in all respects, including payment of dividend, to or for the benefit of the employees, across all cadres and as eligible in accordance with the SEBI (SBEB) Regulations (“Eligible Employees”), on such terms and conditions as the Board may decide under the Scheme in accordance with the SEBI (SBEB) Regulations and other applicable laws.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger, demerger, sale of division, expansion of capital, change in capital structure and others, if any including preferential allotment of shares or qualified institutions placement, additional Stock Option of the Company are to be issued to the employees for the purpose of making a fair and reasonable adjustment to the Stock Option issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).

RESOLVED FURTHER THAT in case the equity shares of the Company are either consolidated or subdivided, then the number of equity shares to be issued by the Company and the price of acquisition payable

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by the Stock Option grantees under the Scheme shall automatically stand increased or reduced, as the case may be, in the same proportion as the present face value of ` 10 (Rupees Ten only) per equity share shall bear to the revised face value of the equity shares of the Company after such consolidation or sub-division, without affecting any other rights or obligations of the said grantees and the ceiling in terms of number of shares specified above shall be deemed to be adjusted accordingly.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares allotted, in accordance with the Scheme on the Stock Exchanges where the equity shares of the Company are listed as per the provisions of the Listing Regulations, the SEBI (SBEB) Regulations and other applicable laws and regulations.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI (SBEB) Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Scheme.

RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, modify, change, vary, alter, amend, suspend or terminate the Scheme, subject to compliance with the applicable laws and regulations and in case of any change in applicable laws or as specified by any statutory authority without being required to seek any further consent or approval of the Members of the Company and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and being incidental for effective implementation and administration of the Scheme and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to delegate any executive / officers powers to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to Scheme and to do all other things incidental to and ancillary thereof.”

2. Extension of ‘Reliance Power Employee Stock Option Scheme 2024’ to the employees of group companies including its subsidiaries, associates and holding company

To consider and, if thought fit, to give your assent or dissent to the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 read with Rules made thereunder, including Companies (Share Capital and Debentures) Rules, 2014 (in each case, including any statutory modification(s) or reenactment thereof), the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as amended and enacted from time to time read

with all circulars and notifications issued thereunder (“SEBI (SBEB) Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), and all other applicable laws, the relevant provisions of Memorandum and Articles of Association of the Company and subject to such other approvals, permissions and sanctions the consent of the Members’ of the Company be and is hereby accorded to extend the benefits of the ‘Reliance Power Employee Stock Option Scheme 2024’ (the Scheme) and to authorize the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, including the Nomination and Remuneration Committee which the Board has designated as Compensation Committee, to exercise its powers, including the powers, conferred by this resolution) to offer, issue, grant and allot from time to time, in one or more tranches, up to 22,00,00,000 Stock Option convertible into 22,00,00,000 equity shares of face value of ` 10 ( Rupees Ten only) each fully paid up, ranking pari passu with the existing equity shares of the Company for all purposes and in all respects, including payment of dividend, to or for the benefit of the employees of the group company (ies) including the subsidiaries, associates and holding Company (present and future, if any) of the Company determined in terms of the Scheme and eligible in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, within the ceiling of total number of Option and equity shares, as specified in Scheme along with such other terms and in such manner, in accordance with the provisions of the applicable laws and the provisions of the Scheme.

RESOLVED FURTHER THAT the maximum number of Stock Option to be granted to eligible employees of the Company and its group company(ies) including its subsidiaries, associates and holding company (present and future, if any) under the Scheme shall not cumulatively exceed 22,00,00,000 Stock Option convertible into 22,00,00,000 equity shares of face value of Re. 10 (Rupees Ten only) each fully paid up, ranking pari passu with the existing equity shares of the Company for all purposes and in all respects, including payment of dividend.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, merger, demerger, sale of any division, expansion of capital, change in capital structure and others, if any including preferential allotment of shares or qualified institutions placement, additional Stock Option of the Company are to be issued to the Employees for the purpose of making a fair and reasonable adjustment to the Stock Option issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).

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RESOLVED FURTHER THAT in case the equity shares of the Company are either consolidated or subdivided, then the number of equity shares to be issued by the Company and the price of acquisition payable by the Stock Option grantees under the Scheme shall automatically stand increased or reduced, as the case may be, in the same proportion as the present face value of Rs. 10 (Rupees Ten only) per equity share shall bear to the revised face value of the equity shares of the Company after such consolidation or sub-division, without affecting any other rights or obligations of the said grantees and the ceiling in terms of number of shares specified above shall be deemed to be adjusted accordingly.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the equity shares allotted, in accordance with the Scheme on the Stock Exchanges where the equity shares of the Company are listed as per the provisions of the Listing Regulations, the SEBI (SBEB) Regulations and other applicable laws and regulations.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under the SEBI (SBEB) Regulations and any other applicable laws and regulations to the extent relevant and applicable to the Scheme.

RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, modify, change, vary, alter, amend, suspend or terminate Scheme, subject to compliance with the applicable laws and regulations, in case of any change in applicable laws or as specified by any statutory authority without being required to seek any further consent or approval of the Members of the Company and to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and being incidental for effective implementation and administration of the Scheme and also to settle any issues, questions, difficulties or doubts that may arise in this regard and further to delegate any executive / officers powers to execute all such documents, writings and to give such directions and/or instructions as may be necessary or expedient to give effect to Scheme and to do all other things incidental to and ancillary thereof.”

By Order of the Board of Directors For Reliance Power Limited

Ramandeep Kaur

Company Secretary cum Compliance Officer

Date: October 03, 2024 Place: Mumbai

Registered Office:

Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 CIN: L40101MH1995PLC084687 Website: www.reliancepower.co.in

NOTES:

1. Statement pursuant to Section 102(1) of the Act, in respect of the Special Business to be transacted is annexed hereto.

2. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Master circular dated July 11, 2023 (‘SEBI Circular’), the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFIN Technologies Limited (‘KFintech’) the E-Voting Service Provider (ESP), on all the resolutions set forth in this Notice.

3. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose names appear on the register of members / register of beneficial owners as on Monday, September 30, 2024 (“Cut-Off Date”) and whose e-mail address is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories. Physical copies of this Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

4. The Postal Ballot Notice along with Postal Ballot Form containing the process and instructions is being sent to all the Members, whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) on Monday, September 30, 2024.

5. Members whose names appear on the Register of Members / List of Beneficial Owners as on Monday, September 30, 2024, will be considered for the purpose of voting. A person who is not a Member as on Monday, September 30, 2024, i.e. the Cut-Off Date for reckoning voting rights should treat this Notice for information purpose only.

6. Members may note that the Postal Ballot Notice will be available on the Company’s website www. reliancepower.co.in, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of KFintech at www.kfntech.com, ESP.

7. The Board of Directors have appointed Shri Anil Lohia, or in his absence Shri Khushit Jain, Partners, M/s. Dayal & Lohia, Chartered Accountants, as Scrutinizer for conducting voting process in a fair and transparent manner.

8. Members may vote on the postal ballot from Saturday, October 05, 2024 to Sunday, November 03, 2024.

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1. Kindly note that the Members can opt for only one mode of voting, i.e., either by physical postal ballot or by e-voting. If you are opting for e-voting, then do not vote by physical postal ballot and vice versa. In case Members cast their vote by both physical postal ballot and e-voting, it may be noted that vote cast by them by e-voting shall prevail and votes cast through physical postal ballot will be treated as invalid.

2. Members who wish to vote through Physical Form may download the Postal Ballot Form from the link provided in the e-mail or from the link https://www.reliancepower.co.in/ documents/2181716/14579000/Postal_Ballot_ Form_November.pdf, read the instruction carefully, and send the duly completed and signed Postal Ballot Form with the Assent (FOR) or Dissent (AGAINST) to the Scrutinizer by post or courier at Shri Anil Lohia / Shri Khushit Jain, Scrutinizer for Postal Ballot, Reliance Power Limited, C/o. KFIN Technologies Limited, Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032 so as to reach on or before 5.00 P.M., Sunday, November 03, 2024, to be eligible for being considered, failing which it will be considered that no reply has been received from the Member.

3. In terms of the requirements of SEBI Circular, the e-voting period begins at 10.00 A.M. (IST) on Saturday, October 05, 2024 and ends at 5.00 P.M. (IST) on Sunday, November 03, 2024. Thereafter, the e-voting module shall be disabled by KFintech.

4. Pursuant to SEBI Circular, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / Depository Participants (‘DPs’) in order to increase the efficiency of the voting process.

5. Individual demat account holders would be able to cast their vote without having to register again with the ESP thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

6. The Scrutiniser will submit his report to the Chairman of the Board Meeting or any person authorized by the Chairman of the Board Meeting after completion of the scrutiny after 5.00 P.M. on Sunday, November 03, 2024 and the results of the voting by postal ballot (including voting through electronic means) will be declared on or before 5.00 P.M. on Tuesday, November 05, 2024 and displayed at the Registered Office of the Company at Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate,

Mumbai 400 001, by placing it along with the Scrutiniser’s report on its notice board, Company’s website, www.reliancepower.co.in and on the website of the agency KFintech at www.kfntech.com and shall also be communicated to the Stock Exchanges where the Company’s shares are listed.

1. The resolution shall be taken as passed on the last date specified by the Company for receipt of duly completed postal ballot form and e-voting, i.e., Sunday, November 03, 2024.

2. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on Monday, September 30, 2024. Members can vote for their entire voting rights as per their discretion.

3. Corporate / Institutional Members (i.e., other than individuals, HUF, NRI etc.) opting for physical ballot are also required to send certified true copy of the board resolution / power of attorney / authority letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer along with the Postal Ballot Form.

4. The relevant documents referred to in the Notice will be available, electronically, for inspection by the Members without any fees by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an e-mail to reliancepower. investors@relianceada.com

5. Members whose email address is not registered can register the same in the following manner:

6. a. Members holding share(s) in physical mode can register their e-mail ID on the Company’s website at www.reliancepower.co.in by providing the requisite details of their holdings and documents for registering their e-mail address; and

7. b. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective DPs for receiving all communications from the Company electronically.

8. In case of an Individual Shareholders holding securities in demat mode and who became a member of the Company after sending of the Notice and hold share(s) as of the cut-off date may follow steps mentioned below under ‘Login method for e-Voting for Individual shareholders holding securities in demat mode.’

21. Voting through electronic mode:

The Company is pleased to offer e-voting facility for its Members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional. The details of the process and manner for E-voting are explained herein below:

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I. Access to Depositories e-Voting system in case of individual Members holding shares in demat mode.

Type of Members	Login Method
Securities held in demat	1. User already registered for IDeAS facility:
mode with NSDL	i. Visit URL:https://eservices.nsdl.com
	ii. Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section.
	iii On the new page, enter User ID and Password. Post successful
	authentication, click on “Access to e-Voting”
	iv. Click on company name or E-Voting Service Provider (ESP) i.e. KFintech
	and you will be re-directed to the ESP’s website for casting the vote
	during the remote e-Voting period.
	2. User not registered for IDeAS e-Services
	i. To register click on link:https://eservices.nsdl.com
	ii. Select “Register Online for IDeAS” or click athttps://eservices.nsdl.
	com/SecureWeb/IdeasDirectReg.jsp
	iii. Proceed with completing the required felds.
	iv. Follow steps given in point 1
	3. Alternatively, by directly accessing the e-Voting website of NSDL:
	i. Open URL:https://www.evoting.nsdl.com/
	ii. Click on the icon “Login” which is available under ‘Shareholder/Member’s
	section.
	iii. A new screen will open. You will have to enter your User ID (i.e., your
	sixteen digit demat account number held with NSDL), Password / OTP and a Verifcation Code as shown on the screen.
	iv. Post successful authentication, you will be requested to select the
	name of the Company and the ESP.
	v. On successful selection, you will be redirected to KFintech e-Voting
	pagefor casting your vote duringthe remote e-Voting period.
Securities held in demat	1. Existing user who has opted for Easi / Easiest:
mode with CDSL	i. Visit URL:https://web.cdslindia.com/myeasitoken/home/login
	ii. Click on New System Myeasi
	iii. Login with your registered User ID and Password.
	iv. The user will see the e-Voting Menu. The Menu will have links of ESP
	i.e., KFintech e-Voting portal.
	v. Click on e-Voting service provider name to cast your vote.
	2. User not registered for Easi/ Easiest:
	i. Option to register is available athttps://web.cdslindia.com/myeasitoken/
	Registration/EasiRegistration
	ii. Proceed with completing the required felds.
	iii. Follow the steps given in point 1.
	3. Alternatively, by directly accessing the e-Voting website of CDSL:
	i. Visit URL:www.cdslindia.com
	ii. Provide your demat Account Number and PAN No.
	iii. System will authenticate user by sending OTP on registered Mobile &
	Email as recorded in the demat Account.
	iv. After successful authentication, user will be provided links for the
	respective ESP, i.e KFintech where the e- Voting is in progress.

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• Type of Members Login Method Login i. You can also login using the login credentials of your demat account through through their your DP registered with NSDL /CDSL for e-Voting facility. demat accounts ii. Once logged-in, you will be able to see e-Voting option. Once you click

• / Website of on e-Voting option, you will be redirected to NSDL / CDSL Depository site

• Depository after successful authentication, wherein you can see e-Voting feature.

• Participant

• iii. Click on options available against company name or e-Voting service provider – KFintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use “Forgot user ID” and “Forgot Password” option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL:

Login type	Helpdesk details
Securities held with NSDL	Please send a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL	Please send a request at evoting@cdslindia.com or contact at +91 22-23058738 / +91 23058542-43 Tollfree no.: 1800 2255 33

II. Access to KFintech e-Voting system in case of shareholders holding shares in physical form and non-individual shareholders in demat mode

• (a) Members whose email IDs are registered with the Company/ DPs, will receive an email from KFintech - which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://emeetings.kfntech.com/

• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVEN” and click on “Submit”

• vii. On the voting page, enter the number of share(s) (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/ AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. You may then cast your vote by selecting an appropriate option and click on “Submit”.

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• x. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution(s), you will not be allowed to modify your vote.

• xi. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Institutional / Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send legible scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer’s email id scrutinizeragl@gmail.com with a copy marked to evoting@kfintech.com. Such authorization shall contain necessary authority for voting by its authorised representative(s). It is also requested to upload the same in the e-voting module in their login. The naming format of the aforesaid legible scanned document shall be “Corporate Name_EVEN No.”

• (b) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Postal Ballot Notice and e-voting instructions cannot be serviced, will have to follow the following process:

• i. Temporarily get their email address and mobile number provided with KFintech, by sending an e-mail to evoting@kfintech.com. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, Member may write to einward.ris@kfntech.com.

• ii. Alternatively, Member may send an e-mail request at the email ID einward.ris@kfintech.com along with scanned copy of the signed request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.

• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts:

Item Nos. 1 and 2: Reliance Power Employee Stock Option Scheme, 2024:

The Company has cleared its debt obligations and is now poised to venture into new horizons of growth. At this juncture, the Company has transited to the next phase of leveraging market opportunities, business growth including addressing of business competitions which has resulted in consistent demand for talents for critical roles. Apart from this, emergence of new skill sets relevant for the Company’s business has resulted in changed dynamics of the talent market. This has necessitated in bringing out a meaningful reward strategy for attraction of new talents and retention of both existing and new critical resources having leadership qualities, or holding critical roles as required in the businesses.

In this scenario, performance-linked equity compensation schemes are an effective tool to reward the talents working with the Company and its group company(ies) including its subsidiaries, associates and holding company (present and future, if any). Further, equity based compensation enables alignment of the rewards with the long-term value creation for the shareholders. It also helps in creating ownership culture, and to retain, motivate and attract talents considering growing business.

With a view to motivate employees, seek their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, to retain them for ensuring sustained growth, to reward for loyalty and to link interests

of employees with shareholders, it is thought expedient to implement performance-linked employee stock option scheme wherein employee stock option will be granted to the eligible employees with predefined mandatory performance conditions. Accordingly, the Company now proposes to come out with an Employee Stock Option Scheme to the eligible employees.

Based on the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company (NRC), the Board at their meeting held on Thursday, October 03, 2024, has approved the ‘Reliance Power Employee Stock Option Scheme 2024’ (“the Scheme”), subject to the approval of Members, to or for the benefit of the employees who are in the employment of the Company or group company(ies) including its subsidiaries, associates and holding company (present and future, if any) across all cadres and as eligible in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI (SBEB) Regulations”) (“Eligible Employees”), under the Scheme in accordance with the SEBI (SBEB) Regulations and other applicable laws.

Under the Scheme, the Eligible Employees shall be granted Stock Option which will be exercisable into equity shares of ` 10/- (Rupees Ten only) each of the Company. The Scheme shall be implemented by NRC which has been designated as ‘Compensation Committee’ in terms of the provisions of SEBI (SBEB) Regulations..

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The relevant details of the Scheme pursuant to Part C of Schedule I of SEBI (SBEB) Regulations are provided hereunder:

a) Brief description of the Scheme

The Scheme shall be called as ‘Reliance Power Employee Stock Option Scheme 2024’. The Scheme contemplates grant of Stock Option to the employees of the Company and its group company(ies) including its subsidiaries, associates and holding company (present and future, if any).

After vesting of Option, the Eligible Employees earn a right, but not obligation, to exercise the vested Option within the exercise period and obtain equity shares of the Company subject to payment of exercise price and satisfaction of any tax obligation arising thereon and other terms and conditions of the Scheme. The NRC, acting as the Compensation Committee shall implement, administer and monitor the Scheme. All questions of interpretation of the Scheme shall be determined by NRC and such determination shall be final and binding upon all persons having an interest in the Scheme.

The Option to be granted under the Scheme shall not be treated as an offer or invitation made to public for subscription of securities of the Company.

b) Total number of Stock Option to be offered and granted

22,00,00,000 Options exercisable into an aggregate of 22,00,00,000 Equity Shares in the Company of face value of ` 10/- each fully paid-up, would be available for grant to the, Eligible Employees in one or more tranches.

The new Equity Shares to be issued and allotted by the Company to the Eligible Employee under the Scheme shall rank pari passu in all respects with the then existing Equity Shares of the Company and the Equity shares to be allotted shall be listed on the stock exchanges where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals

In case of any corporate action(s) such as rights issue, bonus issue, merger, demerger, sale of division, expansion of capital, change in capital structure and others, if any including preferential allotment of shares or qualified institutions placement, additional Stock Option of the Company are to be issued to the Employees for the purpose of making a fair and reasonable adjustment to the Stock Option issued to them, the above ceiling in terms of number of equity shares shall be deemed to be increased in proportion to the additional equity shares issued in the aforesaid corporate action(s).

In case the equity shares of the Company are either consolidated or sub-divided, then the number of Equity shares to be issued by the Company and the price of acquisition payable by the Stock Option grantees under the Scheme shall automatically stand augmented or reduced, as the case may be, in the same proportion as the present face value of ` 10 (Rupees Ten only) per equity share shall bear to the revised face value of the equity shares of the Company after such consolidation or sub-division, without affecting any other rights or obligations of the said grantees and the ceiling in terms of number of shares specified above shall be deemed to be adjusted accordingly.

c) Identification of classes of Employees entitled to

participate and be beneficiaries in the Scheme

Subject to determination or selection by NRC, Employee(s) as defined in Regulation 2(1)(i) of the SEBI (SBEB) Regulations as amended from time to time, shall be eligible to participate and be beneficiaries in the Scheme. The Employees to whom the Stock Option would be granted and their eligibility criteria (including but not limited to performance, merit, grade, conduct and length of service of the Employee) would be determined by NRC, in its absolute discretion from time to time.

d) Requirements of vesting and period of vesting

The Stock Option granted to any Employee shall vest within the Vesting Period in the manner as set forth in the Grant letter subject to maximum period of 4 years from the date of grant. There shall be a minimum period of one year between the Grant of Stock Option and Vesting of Stock Option.

e) Maximum period (subject to Regulation 18(1) of SEBI (SBEB) Regulations) within which the Stock Option shall be vested

All the Stock Option granted on any date shall vest not later than 4 years from the date of grant of Stock Option.

f) Exercise price or pricing formula

The Exercise Price of any Option granted under the Scheme shall, subject to applicable law, be the price for Exercise of Option as determined by NRC which shall not be less than the face value of the equity shares and not more than the closing market price as on the previous day of the date of Grant communicated to the Participating Employee or such other mode as NRC may deem fit. Once granted, the Exercise Price of the Option may be varied by NRC to account for any rights issues, mergers, stock splits, bonus issue or share consolidations etc.

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g) Exercise period and the process of exercise

The exercise period would commence from the date of vesting i.e., after a minimum period of one year from the Grant of Stock Option and will expire on completion of maximum exercise period of 4 years from the date of vesting or such lesser period as may be decided by NRC at its sole discretion from time to time and mentioned in the Grant Letter of the Grantee. The Stock Option will be exercised by the Employees by submitting an Exercise Letter as prescribed by NRC.

h) The appraisal process for determining the eligibility of the Employees for the Scheme

The appraisal process for determining the eligibility of the employee will be specified by NRC, and may be based on various criteria including role/designation of the employee, length of service with the Company, performance of the Company, past performance or future potential of the employee, requirements of applicable law, and/or such other criteria that may be determined by NRC at its sole discretion, which would be final and binding.

i) Maximum number of Stock Option to be offered and issued per Employee and in aggregate under the Scheme

The maximum number of option to be granted to an eligible employee will be determined by NRC on case-to-case basis and shall not exceed 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

The maximum number of Stock Option, in aggregate, that may be granted pursuant to this Scheme shall not exceed 22,00,00,000.

j) Maximum quantum of benefits to be provided per Employee under the Scheme

The maximum quantum of benefits underlying the Stock Option granted to an Employee can be construed to be an amount equal to the appreciation in the value of the Company’s equity shares determined as on the date of exercise of Stock Option, on the basis of difference between the Stock Option Exercise Price and the Market Price of the equity shares on the exercise date.

k) Whether the Scheme is to be implemented and administered directly by the Company or through a trust

The Scheme is proposed to be implemented directly by the Company through NRC.

l) Whether the Scheme involves new issue of shares by the Company or secondary acquisition by the Trust or both

The Scheme contemplates only new / fresh / primary issue of equity shares by the Company.

m) Amount of loan to be provided for implementation of the Scheme(s) by the Company to the Trust, its tenure, utilization, repayment terms, etc.

Not applicable as the Scheme is not implemented through Trust.

n) Maximum percentage of secondary acquisition that can be made by the Trust for the purpose of the Scheme

Not Applicable as the Scheme is not implemented through Trust.

o) A statement to the effect that the Company shall conform to the accounting policies specified in Regulation 15 of SEBI (SBEB) Regulations

The Company shall comply with applicable accounting standards and the disclosure and accounting policies prescribed in Regulation 15 of SEBI (SBEB) Regulations and any other regulations as applicable, from time to time.

p) Method of valuation of Stock Option by the Company

The Company shall use the Fair Value Method for valuation of the Option as prescribed under the Accounting Standards, as applicable and notified by appropriate authorities from time to time.

q) The following statement, if applicable:

‘In case, the Company opts for expensing of sharebased employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Stock Option shall be disclose in the Directors’ Report and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report.’

The said statement is not applicable to the Company since the Company is opting for the Fair Value Method.

r) Period of lock-in

The Equity Shares allotted upon exercise of Stock Option under the Scheme are not subject to any lock in period.

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s) Terms & conditions for buyback, if any, of specified securities covered under SEBI (SBEB) Regulations

The NRC has the powers to determine the procedure and other terms and conditions for buy-back of Option granted, if the Company decides to undertake the buy-back of the Option granted at any time in compliance with applicable laws.

t) The specified time period within which the employee shall exercise the vested option in the event of a proposed termination of employment or resignation of employee and the conditions under which option vested in employees may lapse

The Option not exercised within the Exercise Period shall lapse and the Employee shall have no right over such lapsed or canceled Option.

All the vested Option as on the date of termination of an Employee due to misconduct or breach of company policies/terms of employment from time to time which were not exercised shall stand canceled with effect from the date of such termination.

All the vested Option as on the date of submission of resignation shall be exercisable by the Employee within such time period from the date of vesting of Option as may be determined by the NRC.

None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution except to the extent of the stock option that may be granted to them under the Scheme.

The Board accordingly recommends the Special Resolution set out in Item Nos. 1 and 2 of the accompanying Notice for the approval of the Members.

By Order of the Board of Directors For Reliance Power Limited

Ramandeep Kaur Company Secretary cum Compliance Officer

Date: October 03, 2024 Place: Mumbai

Registered Office:

Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 CIN: L40101MH1995PLC084687 Website: www.reliancepower.co.in

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==> picture [197 x 92] intentionally omitted <==

Reliance Power Limited

CIN: L40101MH1995PLC084687 Registered Office : Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai 400 001 Tel. +91 22 4303 1000, Fax: +91 22 4303 3166 Email : reliancepower.investors@relianceada.com Website: www.reliancepower.co.in

~~POSTAL BALLOT FORM~~

Despatch Ref. No.:

Postal Ballot no.

• 1 Name and registered address of : the sole / first named Member (IN BLOCK LETTERS)

• 2 Name(s) of the joint Member(s), : if any, (IN BLOCK LETTERS)

• 3 Registered Folio Number / DP ID No. : / Client ID No.*

• 4 Number of Share(s) held :

(Applicable to members holding share(s) in dematerialized form)

I/We, hereby exercise my/our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the Special Business stated in the Notice dated October 03, 2024, of Reliance Power Limited (“the Company”) by sending my/our Assent (FOR) or Dissent (AGAINST) to the said Resolution by placing the tick mark (  ) at the appropriate column below:

Description of Business Item	No. of Equity Share(s) Held	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
Special Resolution
Introduction and Implementation of ‘Reliance Power Employee Stock Option Scheme 2024’
Extension of ‘Reliance Power Employee Stock Option Scheme 2024’ to the employees of group companies including its subsidiaries, associates and holding company
E-mail: _________Tel. No. / Mobile No:___ Place: ______ Date : Signature of Member

~~ELECTRONIC VOTING PARTICULARS~~

The Company has engaged the services of KFin Technologies Limited (“KFIN”) as the authorized agency for e-Voting Service Provider (ESP). The remote e-voting particulars are set out below:

EVEN (E-Voting Event Number)	User ID	Password / PIN
8462

NOTE: Please read the printed instructions overleaf carefully before exercising your vote

~~Instructions and other information relating to Postal Ballot and e-voting are as under:~~

1. A Member desirous of exercising her/his/ their vote by Postal Ballot may complete this Postal Ballot Form and send the Form duly completed and signed, to the Scrutinizer by post or courier at Shri Anil Lohia / Shri Khushit Jain, Scrutinizer for Postal Ballot, Reliance Power Limited, C/o. KFIN Technologies Limited, Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032.

2. Please convey your Assent / Dissent in this Postal Ballot Form. The Assent or Dissent received in any other physical form shall not be considered valid.

3. This Form must be completed and signed (as per specimen signature registered with the Company) by the Member. In case of Joint-holding, this Form must be completed and signed by the first named Member and in her/his absence, by the next named Member.

4. Postal Ballot Forms with following deficiencies will be rejected:

5. a. A form other than this form issued by the Company has been used;

6. b. It has not been signed by or on behalf of the Member;

7. c. Signature on the Postal Ballot Form does not match the specimen signatures with the Company;

8. d. It is not possible to determine without any doubt the Assent or Dissent of the Member;

9. e. Neither Assent nor Dissent is mentioned;

10. f. Any competent authority has given directions in writing to the Company to freeze the Voting Rights of the Member;

11. g. The envelope containing the Postal Ballot Form is received after the last date prescribed;

12. h. The Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;

13. i. It is defaced or mutilated in such a way that its identity as a genuine form cannot be established; and

14. j. Member has made any amendment to the Resolution or imposed any condition while exercising her/his vote.

15. The Scrutinizer’s decision on the validity of the postal ballot/ e-voting will be final.

16. The Postal Ballot/ E-voting shall not be exercised by a proxy.

17. Duly completed Postal Ballot Form should reach the Scrutinizer not later than 5.00 P.M. on Sunday, November 03, 2024. All Postal Ballot Forms received after this date will be strictly treated as if the reply from such Member has not been received. The Scrutinizer will submit his report to the Chairperson of the Board Meeting approving the Postal Ballot or any person authorised by the Chairperson of the Board after completion of the scrutiny and the results of voting by postal ballot (including voting through electronic means) will be declared on or before Tuesday, November 05, 2024 at the Registered Office of the Company by placing it along with the Scrutinizer’s report on its notice board, Company’s website www.reliancepower.co.in and on the website of Kfin Technologies Limited (KFintech), the agency, at www.kfntech.com and shall also be communicated to the Stock Exchanges where the equity shares of the Company are listed.

18. In case of Shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of Board Resolution / Authorisation together with the specimen signature(s) of the duly authorized signatories. (It is required only in case the signatories are other than the signatories whose specimen signatures are registered with the Company / KFintech).

19. Members whose names appear on the Register of Members / List of Beneficial Owners as on Monday, September 30, 2024 will be considered for the purpose of voting. A person who is not a Member as on Monday, September 30, 2024 i.e. the “Cut-off date” for reckoning voting rights should treat this Notice for information purpose only.

20. Members are requested not to send any other paper along with the Postal Ballot Form and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.

21. There will be one Postal Ballot Form for every Folio / Client ID, irrespective of the number of joint holders.

22. The Members can opt for only one mode of voting. In case, Member(s) cast vote by sending physical form as well as vote through e-voting, then voting done through e-voting shall prevail and voting done by physical form shall be treated as invalid

23. Members can cast their vote electronically from 10.00 A.M. (IST) on Saturday, October 05, 2024, to 5:00 P.M. (IST) on Sunday, November 03, 2024. The e-voting module shall be disabled by ‘KFintech’ for voting thereafter.

24. The detailed instructions for e-voting are included in the Postal Ballot notice. Any queries pertaining to voting by postal ballot including the remote e-voting process can be addressed to Shri Praveen Chaturvedi, Kfin Technologies Limited, Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Hyderabad, Telangana 500 032, Toll Free No. 1800 309 4001, E-mail: evoting@kfntech.com. Members may also write to reliancepower.investors@relianceada.com