Reliance Power : Postal Ballot Notice - August 05, 2023

Reliance Power Limited

CIN: L40101MH1995PLC084687

Registered Office : Reliance Centre, Ground Floor, 19, Walchand Hirachand Marg,

Ballard Estate, Mumbai 400 001

Tel. [phone], Fax: [phone]

Email : [e-mail]

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 resolution through Postal Ballot including Electronic Voting (e-voting) pursuant to Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made there under, (including any statutory modification(s) or re- enactment(s) thereof, for time being in force):

1. Issue of Equity Shares on Preferential Basis:

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 23, 42, 62 and all other applicable provisions, if any, of the Companies Act, 2013 (the 'Act'), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable Rules made there under (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended up to date ('SEBI (ICDR) Regulations'), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended up to date, as in force and subject to other applicable

Rules/Regulations/Guidelines/Notifications/Circulars and clarifications issued thereunder, if any, from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India (SEBI), the Reserve Bank of India and/or any other competent authorities to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges where the equity shares of the Company are listed and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting

any such approval(s), consent(s), permission(s), and/ or sanction(s), and which may be agreed to by the Board of Directors of the Company (hereinafter called 'the Board' which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorised by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, consent of the Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot by way of preferential issue, from time to time, in one or more tranches, upto 7,59,77,000 equity shares of face value of

• 10 each of the Company ('Equity Shares') to Reliance Commercial Finance Limited, a wholly owned subsidiary of Authum Investment and Infrastructure Limited ('Proposed Allottee') consequent upon conversion/ appropriation of its existing outstanding dues, at an issue price of ` 20/- (including premium of Rs 10/-) per equity share of the Company or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, whichever is higher, in such manner and on such terms and conditions as are stipulated in the statement pursuant to section 102 of the Act attached hereto and as may be determined by the Board in its absolute discretion in accordance with the SEBI (ICDR) Regulations and other applicable laws;

RESOLVED FURTHER THAT the minimum price of the Equity shares so issued shall not be less than the price arrived at in accordance with Chapter V of the SEBI (ICDR) Regulations for preferential issue, being the highest of the following:

1. The 90 trading days' volume weighted average price of the Company's Equity Shares quoted on the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange in which highest trading volume has been recorded during the said period) preceding the "Relevant Date"; or
2. The 10 trading days' volume weighted average prices of the Company's Equity Shares quoted on

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the Stock Exchange (National Stock Exchange of India Limited, being the Stock Exchange in which highest trading volume has been recorded during the said period) preceding the "Relevant Date";

RESOLVED FURTHER THAT in accordance with the provision of Chapter V of the SEBI (ICDR) Regulations, the "Relevant Date" for the purpose of calculating the floor price for the Preferential Issue of Equity shares be and is hereby fixed as August 04, 2023, being the date 30 days prior to the date of passing of the Special Resolution by Members (since the relevant date falls on a weekend, the date preceding the weekend has been taken as relevant date).

RESOLVED FURTHER THAT without prejudice to the generality of the above resolution, the issue of the Equity Shares under the Preferential Allotment shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

1. The Equity Shares to be allotted shall be fully paid up and rank pari passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum and Articles of Association of the Company.
2. The Equity Shares shall be subject to lock-in for such period as specified in the provisions of Chapter V of the SEBI (ICDR) Regulations and be listed on the Stock Exchange(s) subject to receipt of necessary permission(s), sanction(s) and approval(s).
3. The Equity Shares shall be allotted in dematerialized form within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval(s) or permission(s) from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approval or permission.

1. 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.

RESOLVED FURTHER THAT pursuant to the provisions of the Act, the name(s) of the proposed allottee(s)

be recorded for the issuance of invitation to subscribe to the Equity Shares and a Private Placement Offer cum Application letter in Form No.PAS-4 be issued to the proposed allottee(s) inviting it to subscribe to the Equity Shares.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification(s) to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion may deem appropriate, without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the Equity Shares and listing thereof with the Stock Exchanges as appropriate, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Committee of Directors or any other Director(s) or the Company Secretary or any other officer(s) of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc. as may be necessary to give effect to the aforesaid resolution."

By Order of the Board For Reliance Power Limited

Ramandeep Kaur Company Secretary cum Compliance Officer

Date: August 05, 2023

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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Notes:

1. Statement pursuant to Section 102(1) of the Companies Act, 2013 ("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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in terms of SEBI vide Circular No. SEBI/ HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 ('SEBI Circular'), the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFIN, on all the resolutions set forth in this Notice.
3. 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 July 28, 2023.
4. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, July 28, 2023, will be considered for the purpose of voting. A person who is not a Member as on Friday, July 28, 2023 i.e. the 'cut-off date for reckoning voting rights should treat this Notice for information purpose only.
5. Members may note that the Postal Ballot Notice will be available on the Company's websitewww. reliancepower.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of KFIN Technologies Limited ('KFIN') at www.kfintech.com, the e-Voting Service Provider (ESP).
6. 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.
7. 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/web/reliance-power/investor-deskand send the duly completed and signed Postal Ballot Form 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., Tuesday, September 05, 2023.

1. Members may vote on the postal ballot from Monday, August 07, 2023 to Tuesday, September 05, 2023. In terms of the requirements of SEBI Circular, the e-voting period begins at 10.00 A.M. (IST) on Monday, August 07, 2023 and ends at 5.00 P.M. (IST) on Tuesday, September 05, 2023. Thereafter, the e-voting module shall be disabled by KFIN.
2. 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 / DPs in order to increase the efficiency of the voting process.
3. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (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.
4. 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 also 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.
5. Members are requested to carefully read the instructions given in the enclosed Postal Ballot Form. Postal Ballot Form duly completed with the Assent (FOR) or Dissent (AGAINST) and signed should be sent directly to the Scrutiniser as per the address mentioned in the Postal Ballot Notice, so as to reach the Scrutiniser not later than 5.00 P.M. on Tuesday, September 05, 2023 to be eligible for being considered, failing which, it will be strictly treated as if no reply has been received from the Member. The Scrutiniser will submit his report to the Chairperson of the Board Meeting or any person authorized by the Chairperson of the Board Meeting after completion of the scrutiny on or before 5.00 P.M. on Thursday September 07, 2023 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 Thursday, September 07, 2023 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 websitewww.reliancepower.co.inand on the website of the agency KFIN at www.kfintech.comand shall also be communicated to the Stock Exchanges.

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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.
2. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on Friday, July 28, 2023. 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. Relevant documents referred to in the accompanying notice are open for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, between 11:00 A.M. and 1:00 P.M. up to Tuesday, September 05, 2023.
5. Members whose email address is not registered can register the same in the following manner:
6. 1. Members holding share(s) in physical mode can registertheire-mailIDontheCompany'swebsiteathttps://www.reliancepower.co.in/web/reliance-power/shareholder-registrationby providing the requisite details of their holdings and documents for registering their e-mail address; and

1. 1. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants ('DPs') for receiving all communications from the Company electronically.
2. In case of 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.'
3. 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 procedure and instructions for the same are as follows:

Step 1 : Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access to KFIN e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Details on Step 1 are mentioned below:

Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual Shareholders	1. User already registered for IDeAS facility:
holding Securities held in	I.	Visit URL: https://eservices.nsdl.com
demat mode with NSDL
	II.	Click on the "Beneficial 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 and you will be re-
		directed to e-Voting service provider 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 at https://eservices.nsdl.
		com/SecureWeb/IdeasDirectReg.jsp
	III.	Proceed with completing the required fields.
	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'
		section.

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Type of shareholders	Login Method
	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 Verification Code as shown on the screen.
	IV.	Post successful authentication, you will requested to select the name
		of the company and the e-Voting Service Provider name, i.e.KFIN.
	V.	On successful selection, you will be redirected to KFIN e-Voting page
		for casting your vote during the remote e-Voting period.
Individual Shareholders	1. Existing user who have opted for Easi / Easiest
holding Securities in demat	I.	Visit URL: https://web.cdslindia.com/myeasitoken/home/loginor URL:
mode with CDSL
	www.cdslindia.com
	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. KFIN 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 at
		https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
	II.	Proceed with completing the required fields.
	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 KFIN where the e- Voting is in progress.

Individual Shareholder Login through their demat accounts

• Website of Depository Participant

1. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility.

1. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.

1. Click on options available against company name or e-Voting service provider - KFIN and you will be redirected to e-Voting website of KFIN 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	Please contact NSDL helpdesk by sending a request at [e-mail] call at toll free no.:
with NSDL	1800 1020 990 and 1800 22 44 30
Securities held	Please contact CDSL helpdesk by sending a request at [e-mail]
with CDSL	contact at 022-23058738or 022-23058542-43

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