Inox Green Energy Services Ltd

Board's Report

To

The Member(s) of

Inox Green Energy Services Limited

Your Directors take pleasure in presenting to you their Twelfth Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year 2023-24 is highlighted below:

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis Report forming part of this Annual Report.

2. CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (hereinafter referred to as "Listing Regulations") and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared in compliance with applicable Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements together with the Independent Auditor's Report form part of this Annual Report. The Audited Standalone and Consolidated Financial Statements for the Financial Year 2023-24 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. SHARE CAPITAL AND CONVERTIBLE SECURITIES Authorised Share Capital

As on 1^st April, 2023, the Authorised Share Capital stood at Rs.500,00,00,000/- (Rupees Five Hundred Crore only) divided into:

• 30,00,00,000 (Thirty Crore) Equity Shares of Rs.10/- (Rupees Ten only) totalling to Rs.300,00,00,000/- (Rupees Three Hundred Crore only); and

• 20,00,00,000/- (Twenty Crore) Preference Shares of Rs.10/- each totalling to Rs.200,00,00,000/- (Rupees Two Hundred Crore only).

During the year under review, the Authorised Share Capital of the Company was increased pursuant to the approval accorded by the Shareholders of the Company in their 23^rd Extra-ordinary General Meeting held on 23^rd June, 2023 from Rs.500,00,00,000/- to Rs.600,00,00,000/- (Rupees Six Hundred Crore only) divided into:

• 40,00,00,000 (Forty Crore) Equity Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.400,00,00,000/- (Rupees Four Hundred Crore only); and

• 20,00,00,000 (Twenty Crore) Preference Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.200,00,00,000/- (Rupees Two Hundred Crore only) by creation of 10,00,00,000 (Ten Crore) Equity Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.100,00,00,000/- (Rupees One Hundred Crore only); which remained the same till 31^st March, 2024.

Post the closure of the year under review, the Authorised Share Capital of the Company was increased pursuant to the approval accorded by the Shareholders of the Company in their 25^th Extra-ordinary General Meeting held on 18^th July, 2024 from Rs.600,00,00,000/- to Rs.700,00,00,000/- (Rupees Seven Hundred Crore only) divided into:

• 50,00,00,000 (Fifty Crore) Equity Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.500,00,00,000/- (Rupees Five Hundred Crore only); and

• 20,00,00,000 (Twenty Crore) Preference Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.200,00,00,000/- (Rupees Two Hundred Crore only) by creation of 10,00,00,000 (Ten Crore) Equity Shares of Rs.10/- (Rupees Ten only) each totalling to Rs.100,00,00,000/- (Rupees One Hundred Crore only).

Paid-up Share Capital

As on 1^st April, 2023, the Paid-up Share Capital of the Company stood at Rs.491,93,93,340/- (Rupees Four Hundred and Ninety One Crore Ninety Three Lakh Ninety Three Thousand Three Hundred and Forty only) divided into 29,19,39,334 (Twenty Nine Crore Nineteen Lakh Thirty Nine Thousand Three Hundred Thirty Four) Equity Shares of H10/- each totaling to Rs.291,93,93,340/- (Rupees Two Hundred and Ninety One Crore Ninety Three Lakh Ninety Three Thousand Three Hundred and Forty only) and 20,00,00,000 (Twenty Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of Rs.10/- each totaling to Rs.200,00,00,000/- (Rupees Two Hundred Crore only).

During the year under review, the Company on 6^th July, 2023 issued and allotted 16,66,666 (Sixteen Lakh Sixty Six Thousand Six Hundred and Sixty Six) Equity Shares of Rs.10/- each on preferential basis and also 20,00,00,000 (Twenty Crore) 0.0001% Compulsory Convertible Preference Shares of face value of H10/- each ("CCPS") upon variation in terms and conditions of 20,00,00,000 (Twenty Crore) 0.01% Non Convertible, Non Cumulative, Participating, Redeemable Preference Shares of face value of Rs.10/- each. The CCPS holders carried a right to convert CCPS into equity shares at a price of Rs.48/- (Rupees Forty Eight only) per equity share (including a premium of Rs.38/- (Rupees Thirty Eight only) for each CCPS, from time to time, in one or more tranches, within a maximum period of 18 (Eighteen) months from the date of allotment of CCPS.

Post the above allotment of shares, the Paid-up Share Capital of the Company as on 31^st March, 2024 stood at Rs.493,60,60,000/- (Rupees Four Hundred and Ninety Three Crore Sixty Lakh and Sixty Thousand only) divided into 29,36,06,000 (Twenty Nine Crore Thirty Six Lakh Six Thousand only ) Equity Shares of H10/- each totaling to Rs.293,60,60,000/- (Rupees Two Hundred and Ninety Three Crore Sixty Lakh and Sixty Thousand only) and 20,00,00,000 (Twenty Crore) 0.01% Compulsory Convertible Preference Shares of Rs.10/- each totaling to Rs.200,00,00,000/- (Rupees Two Hundred Crore only).

Paid-up Share Capital of the Company on fully diluted basis as on 31^st March, 2024 stood at Rs.335,27,26,660/- (Rupees Three Hundred Thirty Five Crore Twenty Seven Lakh Twenty Six Thousand Six Hundred and Sixty only).

During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.

Preferential Issue

Post the closure of the year under review, the Company on 2^nd August, 2024 issued and allotted the following securities on a preferential issue basis pursuant to the resolutions passed by the Board of Directors of the Company on 26^th June, 2024 and the shareholders' on 18^th July, 2024 and upon receipt of requisite approvals including that of both the Stock Exchanges on 24^th July, 2024:

i. 2,89,85,503 (Two Crore Eighty Nine Lakh Eighty Five Thousand Five Hundred and Three) equity shares of face value of H10/- each at a price of Rs.138/- (Rupees One Hundred and Thirty Eight only) per equity share inclusive of premium of H128/- (Rupees One Hundred and Twenty Eight only) per equity share, for cash consideration aggregating upto Rs.400 Crore (Rupees Four Hundred Crore only) to ‘Non-Promoter' entities; and

ii. 4,48,27,582 (Four Crore Forty Eight Lakh Twenty Seven Thousand Five Hundred and Eighty Two) Convertible Warrants, upon upfront receipt of 25% of the Convertible Warrant subscription amount, at an issue price of Rs.145/- (Rupees One Hundred and Forty Five only) per Convertible Warrant inclusive of premium of H135/- (Rupees One Hundred and Thirty Five only) per Convertible Warrant, for cash consideration aggregating upto Rs.650 Crore (Rupees Six Hundred and

Fifty Crore only) to both ‘Promoter' and ‘Non-Promoter' entities, with a right to the warrant holders to apply for and be allotted 1 (One) equity share of face value of Rs.10/- each of the Company, from time to time, in or more tranches within a period of 18 (eighteen months) from the date of allotment.

Further, the Company on 2^nd August, 2024 also allotted 4,16,66,666 equity shares of face value of Rs.10/- each upon conversion of entire 20,00,00,000 (Twenty Crore) 0.001% Compulsory Convertible Preference Shares of face value of Rs.10/- each at a price of Rs.48/- (Rupees Forty Eight only) per equity share (inclusive of a premium of Rs.38/- (Rupees Thirty Eight only) per equity share) to Promoter of the Company.

Post the above allotments, the Issued and Paid-up Equity Share Capital of the Company now stands increased to Rs.364,25,81,690/- (Rupees Three Hundred and Sixty Four Crore Twenty Five Lakh Eighty One Thousand Six Hundred and Ninety only) and on fully diluted basis stands at Rs.409,08,57,510/- (Rupees Four Hundred and Nine Crore Eight Lakh Fifty Seven Thousand Five Hundred and Ten only).

4. EMPLOYEE STOCK OPTION SCHEME

With the objective to motivate key employees of the Company, its subsidiaries/ holding company/ group companies including associate companies for their contribution to the corporate growth on sustained basis, to create an employee ownership culture, to retain the best talent in the competitive environment and to encourage them in aligning individual goals with that of the Company's objectives, the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, in their meeting held on 9^th February, 2024 accorded its approval to the introduction of an employee stock option scheme namely ‘Inox Green Employee Stock Option Scheme 2024' ("ESOS 2024"/"Scheme") to create and grant upto 29,00,000 options to the eligible employees in one or more tranches, from time to time, which in aggregate are exercisable into not more than 29,00,000/- (Twenty Nine Lakh) equity shares of face value of Rs.10/- (Ten) each fully paid up, for present and future grants, subject to adjustment with regards to various corporate actions which the Company may come out with.

The shareholders of the Company approved the said Scheme by way of Postal Ballot on 5^th May, 2024.

There has been no material change in the Scheme post its implementation. The Scheme is in compliance of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEBSE Regulations"). A certificate issued by M/s. VAPN & Associates, Practicing Company Secretaries, Delhi, Secretarial Auditors of the Company confirming that the Scheme has been implemented in accordance with SEBI SBEBSE Regulations and in accordance with the resolution passed by the members of the Company, is available for inspection at the following link https://inoxgreen.com/PDF/ ESOP-certificate-Secretarial%20Auditor-IGESL Signed.pdf

As on 31^st March, 2024, no options were granted under the Scheme and consequently the disclosures to be made in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

The disclosures in compliance of Regulation 14 of the SEBI SBEBSE Regulations, to the extent applicable, are available on the Company's website at https://inoxgreen.com/PDF/ IGESL ESQS%20Disclosure%20%20FY%202023-24.pdf

5. DIVIDEND

No dividend has been recommended by the Board of Directors for the Financial Year ended 31^st March, 2024.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy' and the same has been uploaded on the Company's website; www.inoxgreen.com. The ‘Dividend Distribution Policy' can be accessed at https://inoxgreen.com/PDF/ann 13.pdf.

6. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves.

7. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount to Investor Education and Protection Fund.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, except as mentioned below, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Shri Shanti Prashad Jain (DIN:00023379), Independent Director of the Company tendered his resignation from the Board of the Company w.e.f. 1^st April, 2024 due to personal reasons after serving for almost 10 years on the Board of the Company as an Independent Director. He confirmed that there was no other material reasons for his resignation other than those provided.

Shri Sanjeev Jain (DIN:00023409) was appointed as an Additional Director to hold office as an Independent Director on the Board of the Company for an initial term of 3 (three) consecutive years with effect from 1^st April, 2024. His appointment was approved by the shareholders of the Company by way of Postal Ballot on 5^th May, 2024.

Shri Anup Kumar Jain was appointed as a Company Secretary and Key Managerial Personnel of the Company w.e.f 28^th October, 2023 and further as a Compliance Officer w.e.f. 1^st March, 2024.

After the closure of the year under review, Shri Mukesh Manglik (DIN: 07001509) was re-appointed as a Whole time Director of the Company for a further period 1 (one) year w.e.f. 19^th May, 2024. His appointment was approved by the shareholders of the Company by way of Postal Ballot on 20^th June, 2024.

Your directors recommend appointment/ re-appointment of the following Directors:

Shri Shailendra Tandon (DIN: 07986682) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered himself for re-appointment.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, in their meeting held on 9^th August, 2024 approved the re-appointment of Shri Manoj Dixit (DIN: 06709232) as a Whole-time Director of the Company, for a further period of 2 (two) years, liable to retire by rotation, w.e.f. 8^th October, 2024, subject to the approval of the shareholders of the Company. The approval of the Members of the Company for his reappointment shall be sought in the ensuing Annual General Meeting of the Company.

Necessary resolution in respect of Director(s) seeking appointment/ re-appointment and their brief resume pursuant to Regulation 36(3) of Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

9. NOMINATION AND REMUNERATION POLICY

The salient features and objectives of the Nomination and Remuneration Policy of the Company are as under:

a. To lay down criteria for identifying persons who are qualified to become Directors and who may be appointed in Senior Management of the Company in accordance with the criteria laid down by Nomination and Remuneration Committee and recommend to the Board their appointment and removal;

b. To formulate criteria for determining qualification, positive attributes and Independence of a Director;

c. To determine the composition and level of remuneration, including reward linked with the performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP, Senior Management Personnel & other employees to work towards the long-term growth and success of the Company.

The Nomination and Remuneration Policy has been uploaded on the Company's website; www.inoxgreen.com and can be accessed at https://inoxgreen.com/PDF/ann_8.pdf

10. DECLARATION OF INDEPENDENCE

The Independent Directors of the Company have given the declaration and confirmation to the Company as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations confirming that

they meet the criteria of independence and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also confirmed that they have complied with the Code of Conduct as prescribed in the Schedule IV to the Companies Act, 2013 and Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.

In terms of Section 150 of the Act and rules framed thereunder, the Independent Directors have registered themselves in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearing for the online proficiency self assessment test.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

11. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarisation Programme for Independent Directors are given in the Corporate Governance Report.

12. PERFORMANCE EVALUATION

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairperson of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board and Individual Directors for the Financial Year 2023-24. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 9^th February, 2024 noted that Annual Performance of each of the Directors is highly satisfactory and recommended to the Board to continue the terms of appointment of all the Independent Directors of the Company. The Board of Directors of the Company at its Meeting held on the same day evaluated and noted that the performance of Board, Committees of the Board and Individual Directors and Chairperson (including CEO and Independent Directors) is evaluated as highly satisfactory by this evaluation process.

13. MEETINGS OF THE BOARD

During the year under review, the Board met 6 (six) times and details of Board Meetings held are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the time limit prescribed under Section 173 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

14. DIRECTOR'S RESPONSIBILITY STATEMENT AS PER SUB-SECTION (5) OF SECTION 134 OF THE COMPANIES ACT, 2013

To the best of their knowledge and belief and according to the information and explanations obtained by your Directors, they make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. in the preparation of the Annual Accounts for the financial year ended 31^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed and there are no departures from the same;

ii. the Directors had selected such Accounting Policies and applied 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 at the end of the Financial Year and of the profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the Annual Accounts on a going concern basis;

v. the Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls were adequate and were operating effectively; and

vi. 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.

15. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statements of the Company. Please refer to Note Nos. 8 and 39 to the Standalone Financial Statements of the Company.

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has in place a Policy on materiality of Related Party Transactions and dealing with Related Party Transactions in terms of requirements the SEBI Listing Regulations. The said Policy is available on the Company's website at the link https://www.inoxgreen. com/PDF/ann 11.pdf

As per the said Policy, all Related Parties Transactions are pre-approved by the Audit Committee and/ Board and the shareholders as and when required as per the requirements under the Companies Act, 2013 and SEBI Listing Regulations. The details of such transactions are also reviewed by the Audit Committee on a quarterly/ half yearly/ annual basis.

All contracts/ arrangements/ transactions entered by the Company during the year under review with Related Parties were approved by the Audit Committee and/or Board wherever required, as per the provisions of Section 177, 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. During the Financial Year under review, the Company entered into certain transactions with Related Parties which could be considered material in accordance with the said Policy on which approval of the Shareholders under the Regulation 23 of the SEBI Listing Regulations by way of Ordinary Resolution were obtained.

All transactions entered by the Company during the year under review with Related Parties were on arm's length basis and in the ordinary course of business and hence, disclosure in Form AOC -2 pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required to be annexed to this report.

17. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

18. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A separate statement containing the salient features of financial statements of all Subsidiaries, Associates and Joint Ventures of the Company forms a part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. In accordance with Section 136 of the Companies Act, 2013, the financial statements of the subsidiary companies are available for inspection by the Members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (‘AGM'). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Corporate Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of the Company; www.inoxgreen.com. The Company has formulated a policy for determining material subsidiaries. The said policy may be accessed on the website of the Company.

During the year under review, the Company acquired a majority stake of 51% equity shares in the share capital of Resowi Energy Private Limited (‘Resowi'). Accordingly,

Resowi become a subsidiary of the Company w.e.f. 7^th February, 2024.

The Report on the performance and financial position of each of the Subsidiaries, Associates and Joint Ventures of the Company, in Form AOC-1, pursuant to first proviso to subsection (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 is annexed to this report as Annexure A which has also been uploaded on the website of the Company.

19. AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and other Board Committees and their roles, terms of reference etc. are included in the Corporate Governance Report which forms part of this Annual Report.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

As per the provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of the Listing Regulations, the Company is required to establish an effective vigil mechanism for Directors and Employees to report improper acts or genuine concerns or any leak or suspect leak of Unpublished Price Sensitive Information. The Company has accordingly established a Vigil Mechanism through "Whistle Blower Policy" for all its Directors and Employees to report improper acts. The details of the said mechanism and policy are available on the Company's website; www.inoxgreen.com.

21. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls commensurate with its size and nature of its business. The Board has reviewed Internal Financial Controls of the Company and the Audit Committee monitors the same in consultation with Internal Auditors of the Company. The Internal Auditors of the Company also tests the internal controls independently.

22. INDEPENDENT AUDITOR'S REPORT

There are no reservations, qualifications, adverse remarks or disclaimers in the Independent Auditor's Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134(3)(f) of the Companies Act, 2013.

23. INDEPENDENT AUDITORS

The Members of the Company at their 11^th Annual General Meeting (AGM) held on 29^th September, 2023 had approved the re-appointment of M/s. Dewan P. N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N) ("DPNC") as Independent Auditors of the Company for a

24. COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the cost audit records maintained by the Company are required to be audited by a Cost Accountant in practice who shall be appointed by the Board. In view of the above, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed M/s. Jain Sharma and Associates, Cost Accountants (Firm Registration No. 000270) as Cost Auditors of the Company for conducting the Cost Audit for the Financial Year 2024-25 on a remuneration of Rs.1,60,000/- (Rupees One Lakh Sixty Thousand only). As required under the referred Section of the Companies Act, 2013 and relevant Rules, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. Jain Sharma and Associates, Cost Auditors has been included in the Notice of the Annual General Meeting.

Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 2022-23 is as follows:

There were no reservations, qualifications, adverse remarks or disclaimers in the Cost Auditor's Report for the financial year 2023-24.

25. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shri Prabhakar Kumar (ICSI Membership No. FCS 5781 and CP No. 10630), Partner of M/s. VAPN & Associates, Practicing Company Secretaries, New Delhi to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. VAPN & Associates, in Form MR-3, for the Financial Year 2023-24 is annexed to this report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report except that during the year there was instance of non-compliance of Regulation 6 of the Listing Regulations with regard to delay in filling the vacancy of the Compliance Officer. The Company made the default good and also paid fine as levied by the Stock Exchanges.

During the year under review, the Company has complied with the requirements of applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 to the Audit Committee/ Board of Directors or to the Central Government. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) and 34(3) read with Para B of Schedule V of the Listing Regulations is presented in a separate Section forming part of this Annual Report.

28. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, the Corporate Governance Report of the Company for the year under review is presented in a separate Section forming part of this Annual Report. Practicing Company Secretary's certificate regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure C.

In compliance with the requirements of Regulation 17(8) of Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Chief Executive Officer is enclosed as a part of the Corporate Governance Report.

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms an integral part of this report. The said report is also available on the website of the Company; www.inoxgreen.com

The Environmental Social and Governance (ESG) Report of the Company for the Financial Year 2023-24, which provides comprehensive and transparent information about our organization's sustainability practices and our commitment to managing the concerns and expectations of our stakeholders in a rapidly changing operating environment has been prepared in accordance with the GRI Standards. The ESG Report forms an integral part of this report

30. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2014, the Annual Return, in Form MGT-7, is available on the Company's website; www.inoxgreen.com and the same can be accessed at https://inoxgreen.com/PDF/Form%20 MGT-7 website-23-24.pdf

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, in the manner prescribed is annexed to this report as Annexure D.

32. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure E.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rule forms part of this report.

In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members of the Company excluding information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/ she may write to the Company Secretary at the Corporate Office of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility Committee comprises of 3 (three) Directors namely Shri Mukesh Manglik, Whole-time Director as Chairman, Shri Shailendra Tandon, Non-Executive Non-Independent Director and Shri V. Sankaranarayanan, Independent Director as Members of the Committee.

The composition of CSR Committee is in compliance of Section 135 of the Companies Act, 2013 read with relevant Rules made thereunder. The CSR Policy of the Company is disclosed on the website of the Company; https://inoxgreen. com/PDF /IWISL%20-%20CSR%20Committee%20Policy%20 25.06.2021.pdf. The report on CSR activities of the Company for the Financial Year 31^st March, 2024 as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure F.

34. SAFETY, HEALTH AND ENVIRONMENT

Safety, health and environment have been of prime concern to the Company and necessary efforts were made in this direction in line with the safety, health and environment policy laid down by the Company. The Company has achieved certification of Management system as per EN ISO 14001:2015, ISO 45001:2018. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

35. INSURANCE

The Company's property and assets have been adequately insured.

36. RISK MANAGEMENT

Pursuant to the requirements of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted a Risk Management Committee to frame, implement and monitor the risk management plan of the Company.

The Company has in place a mechanism/ Enterprise Risk Framework to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz. regulatory, legal, competition and financial risks etc. involved and measures taken to ensure that risk is controlled by means of a properly defined framework. The Company's risk management and mitigation strategy has been discussed in the Management Discussion and Analysis Report which forms part of this Annual Report. In the Board's view, there are no material risks which may threaten the existence of the Company.

37. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

During the year under review, no complaint on sexual harassment was received.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which affect the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this report except as mentioned under the head ‘Preferential Issue' in point 3 above.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

40. OTHER DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions relating to these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iii. The Company does not have any joint venture;

iv. As at the end of the Financial year, no application or any proceeding was pending against the Company under Insolvency and Bankruptcy Code, 2016; and

v. During the year under review, there are no instances of one-time settlement with any banks or financial institutions.

41. ACKNOWLEDGEMENT

Your Directors express their gratitude to all other external agencies for the assistance, co-operation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.