Indowind Energy Ltd

To

The Members

Your directors are pleased to present this 28^th Annual Report of the Company together with the Audited Accounts for the year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE

(INR. In Lacs)

During the year under review, your Company's total income achieved is INR 2905.59 Lacs against INR 2009.95 Lacs of the previous year. Total expenses have increased to INR 1417.59 Lacs from previous year INR of 1114.03 Lacs. Exceptional item is the difference between settlement amount with EXIM bank and loan outstanding as per books. Also, tax provisions for the year represents deferred tax provisions.

2. ANNUAL RETURN

For Annual Return click the Link mentioned herein https://www.indowind.co.in/download/Form%20MGT7.pdf

3. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, Eight Board Meetings were held. The details are provided in the Corporate Governance Report that forms part of this Annual Report.

4. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby states that.

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2023 and profit / Loss for the Company for the year ended 31st March 2023.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

5. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS U/S 149(6) OF THE COMPANIES ACT.2013

The Company has obtained a declaration from the independent directors that they meet the criteria of Independence as provided in the section mentioned herein above.

6. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT. 2013

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy that inter alia provides the criteria for the selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance, and the remuneration payable to them. The criteria for determining qualifications, positive attributes, and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at www.indowind.com.

7. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.

8. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

The above-mentioned explanation is given in ANNEXURE I of the Report.

9. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees covered under the provision of section 186 of the Companies Act, 2013. The details of the investments made by the Company are given in the notes to the financial statements which forms part of this Annual Report.

10. TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related Parties under Notes on Accounts and with respect to transactions with related parties, details are given in the format Form AOC-2, which forms part of this report in AnNEXURE -II.

11. STATE OF THE COMPANY'S AFFAIRS:

OPERATIONAL PERFORMANCE (IN UNITS -KWH)

Generation has increased compared to the previous year

12. DIVIDEND

Your Company has not declared any Dividend for the year ended 31^st March 2023.

13. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

14. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to your Company.

15. MAINTAINANCE OF COST RECORDS UNDER SECTION 148 (1) OF THE COMPANIES ACT, 2013

The Central government has not prescribed the maintenance of Cost Records under Section 148 (1) of the Act.

16. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY

The company has developed and implemented risk management policy including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company;

17. CORPORATE SOCIAL RESPONSIBILITY

The CSR activities are not applicable to the company for the financial year.

18. BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors Schedule IV of the Companies Act, 2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of Individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its mandatory shareholders etc. The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR

20. SHARE CAPITAL:

• During the year under review, Your Company has reclassified the Authorized share capital from Rs 107 Crores comprising of 10 crores equity shares of Rs 10 each and 7 preference shares of Rs 1crore each to Rs 107 crores comprising of 10.70 crore equity shares of Rs 10 each and increased the Authorised Share capital to Rs 142 crores comprising of 14.20 crore equity shares of Rs 10 each.

• During the year under review the has issued 1,75,93,294 equity shares under Rights issue thereby the Paid-up Capital of the Company as on 31-3-2023 was increased from Rs.89,74,14,860/- to Rs.107,33,47,800/-.

21. PARTICULARS OF EMPLOYEES:

Section 197(12) of the Act read with Rules 5(1),5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

22. AUDIT COMMITTEE

The details are furnished under the Corporate Governance Report (CGR) annexed to this Report. All the recommendations of the Committee were accepted by the Board.

23. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

The Audit Committee generally makes certain recommendations to the Board of Directors of the Company during their meetings held to consider any financial results (Unaudited and Audited) and such other matters placed before the Audit Committee as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time. During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations that are unaccepted by the Board of Directors of the Company during the year under review.

24. CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING:

The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities. Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

All the Directors, Key Management Personnel, and Senior Management Personnel are aware of the above code and an annual confirmation on the compliance of the said codes has been received by the Company from the concerned parties. The declaration to this effect made by the Managing Director is attached to this report. The code of conduct of the Board of Directors and Senior Management Personnel and the code for Insider Trading is available in the Company's website.

25. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE

PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year Ms. SANGEETHA HARILAL LAKHI was appointed as an independent Director who is ethical and maintaining integrity, adhering to the Code of Conduct in letter and spirit. Her vast experience in legal filed is an asset to the Board.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE /DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE

An appeal filed by the Company before NCLAT/Chennai against the admission order on application filed by the EXIM Bank Ltd, under Section 7 of the IBC, 2016 before NCLT/Chennai was stayed and the proceedings are in process.

27. DEPOSITS:

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

28. VIGIL MECHANSIM POLICY:

As required under Section 177 of companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

29. FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY - INDOWIND POWER PVT. LTD, (IPPL)

IPPL has substantially contributed to the turnover of your company for the year under review. The Authorized Capital of the Company is Rs. 1,50,00,000/- comprises of 15,00,000 equity shares of Rs. 10/- each. The issued and paid-up capital of the company is Rs. 1,33,69,600/- comprises of 13,36,960 equity shares of Rs. 10/- each, out of which Indo wind Energy Ltd holds 682,560 equity shares of Rs. 10/- each amounting to 51.05% of the total paid up capital. The Statement containing salient features of the financial statement of Subsidiaries are given in Form AOC-1 which is attached as ANNEXURE III.

30. PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER

Price of public offer Rs. 65/- Market price as on 31.03.2023, Rs. 9.27, difference (Rs. 55.73). Percentage of Increase /Decrease wrt Market Quotation to the price of Public offer (85.74%) made in 2007.

31. STATUTORY AUDITORS

M/s. Venkatesh &co, Chartered Accountants, Chennai (ICAI Firm Registration No.004636s) was appointed in the 27^th Annual General Meeting and will hold the office up to the conclusion of 32^nd Annual General Meeting of the Company.

32. SECRETARIAL AUDIT

KRA & Associates, Practising Company Secretaries is the secretarial auditors of the company for the year under review and their report is attached with this in the format Form MR-3, which forms part of this report in ANNEXURE IV. With respect to the observation of the Secretarial Auditor in their report, we wish to state that the company is taking all initiatives to find appropriate solutions.

Further as per Regulation 24A of SEBI LODR Regulations 2015, the Secretarial Audit Report of Material Subsidiary of the company namely INDOWIND POWER PRIVATE LIMITED is also annexed in the above-mentioned ANNEXURE IV.

33. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2022-23, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

34. ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

35. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

• The Company has an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• The Company firmly provides a safe, supportive and friendly work environment - a workplace where our values come to life through the underlying behavior. A positive workplace environment and a great employee experience are integral parts of our culture.

• During the year under review, there were no cases filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

• Change in nature of business, if any: NIL

• Name of Companies that have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NA

• Employee relations have been very cordial during the financial year ended March 31,2022. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.

37. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bondholders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued cooperation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.