Inox Wind Energy Ltd

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 (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 ended 31^st March, 2024 have been prepared in compliance with applicable 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 Auditor's Reports 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 Warrants

During the year under review, there was no change in the Authorised Share Capital of the Company and the same stood at H 110,11,00,000/- (Rupees One Hundred and Ten

Crore Eleven Lakh only) divided into 11,01,10,000 Equity Shares of H 10/- each as on 31^st March, 2024.

The Paid-up Share Capital of the Company as on 1^st April, 2023 stood at H 11,22,11,270/- (Rupees Eleven Crore Twenty

Two Lakh Eleven Thousand Two Hundred and Seventy only) divided into 1,12,21,127 (One Crore Twelve Lakh Twenty One Thousand One Hundred and Twenty Seven) Equity Shares of H10/- each.

During the year under review, the Company on 26^thJuly, 2023, allotted 8,26,446 (Eight Lakh Twenty Six Thousand Four Hundred Forty Six) fully paid-up equity shares of face value of H10/- each of the Company to Promoter Group entity,

on a preferential issue basis, upon conversion of 8,26,446 Convertible Warrants at a price of H847/- (Rupees Eight Hundred and Forty Seven only) per Equity Share (including a premium of H837/- (Rupees Eight Hundred and Thirty Seven only) for each Convertible Warrant upon receipt in aggregate of the balance 75% of the Issue Price i.e. H52,49,99,762/- (Rupees Fifty Two Crore Forty Nine Lakh Ninety Nine Thousand Seven Hundred and Sixty Two only).

The Company has utilized the entire funds raised through the preferential issue of equity shares upon conversion of Convertible Warrants in line with the Objects of the Issue.

Post the above allotment made by the Company, the Issued and Paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at H12,04,75,730/- (Rupees Twelve

Crore Four Lakh Seventy Five Thousand Seven Hundred and Thirty only) divided into 1,20,47,573 (One Core Twenty Lakh Forty Seven Thousand Five Hundred and Seventy Three) equity shares of H10/- each. During the year, while the ‘Promoter/Promoter Group' shareholding in the Company increased from 67.26% to 69.51%, the shareholding of Inox Leasing and Finance Limited (ILFL), Promoter & Holding Company, decreased from 51.82% to 48.27% and accordingly the Company ceased to be a subsidiary of ILFL with effect from 26^th July, 2023.

4. Scheme of Amalgamation

As part of the strategic decision, the Board of Directors of the Company at its meeting held on 12^th June, 2023 considered and approved the Scheme of Arrangement which provides for amalgamation of Inox Wind Energy Limited ("IWEL"/"Company"/"Transferor Company") into Inox Wind Limited ("IWL"/"Transferee Company") ("Scheme") subject to various regulatory approvals and compliances including approvals from Stock Exchanges and jurisdictional National Company Law Tribunal, Chandigarh Bench. The Appointed Date for the Amalgamation is set as 1^st July, 2023.

Post the receipt of the in-principle approval of the Stock Exchanges i.e BSE Limited and National Stock Exchange of India Limited, both on 27^th December, 2023, the Company had moved a joint application before the Hon'ble National Company Law Tribunal, Chandigarh ("NCLT"). Pursuant to the NCLT order dated 16^th April, 2024, the meeting of the equity shareholders of the Company was held on 1^st June, 2024 and the Scheme was approved with requisite majority. The Company has, thereafter, filed (second motion) petition with the NCLT, Chandigarh.

In light of the bonus issuance by Transferee Company and based on the reports of the independent valuers, the Board of Directors of the Company in its meeting held on 24^th April, 2024, has approved the following adjustment in the existing share swap ratio:

632 equity shares (face value of H 10/- per share) of the Transferee Company to be issued for every 10 equity shares (face value of H 10/- per share) of the Company.

632 share warrants of the Transferee Company with an issue price of H13.50/- each to be issued for every 10 share warrants of the Company with an issue price of H 847/- each.

The share warrants held by the warrant holders of the Company have been converted into equity shares of the Company and currently, there are no warrants or convertible securities outstanding in the Company.

As on date of this report, the Scheme is pending for approval with the NCLT.

5. Dividend

Your Directors have not recommended any dividend 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 details of the same have been uploaded on the Company's website; https://www.iwel.co.in/pdf/policy/ Dividend%20Distribution%20Policy.pdf.

6. Transfer to Reserves

During the year under review, no amount has been transferred to Reserves.

7. Directors and Key Managerial Personnel

During the period 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:

Mr. Shanti Prashad Jain (DIN: 00023379), Independent Director and Chairman of the Company tendered his resignation from the Board of the Company w.e.f. 1^st April, 2024 due to personal reasons. He confirmed that there was no other material reasons for his resignation other than those provided.

Mr. Sanjeev Jain (DIN: 00023409) was appointed as an Additional Director to hold office as an Independent Director and Chairman of 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.

Mr. Shivam Tandon was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 10^th February, 2024 in place of Mr. Narayan Lodha, Chief Financial Officer of the Company who resigned w.e.f. 9^th February, 2024 due to re-organisation in the Company.

Mr. Uday Shankar Prasad was appointed as a Company Secretary & Compliance Officer and Key Managerial Personnel of the Company, w.e.f. 10^th February, 2024 in place of Mr. Deepak Banga, Company Secretary and

Compliance Officer of the Company who resigned w.e.f. of 9^th

February, 2024.

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

Mr. Devansh Jain (DIN: 01819331) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for re-appointment.

8. Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is uploaded on the Company's website www.iwel.co.in. The salient features and objectives of the Policy are as follows:

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; and

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.

9. Declaration of Independence

Mr. Sanjeev Jain and Ms. Vanita Bhargava, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 above 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).

10. Familiarisation Programme for Independent Directors

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

11. 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, Individual Directors and Chairperson of the Company, fulfillment of the independence criteria and independence of Independent Directors from the management for the Financial Year 2023-24. Further, based on the feedback received by the Company, the Board evaluated and noted that the Annual Performance of each of the Directors is highly satisfactory and decided to continue the terms of appointment of all the Independent Directors of the Company.

12. Meetings of the Board

During the year under review, the Board met 7 (seven) 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.

13. Directors' Responsibility Statement as per subsection (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:

(a) 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 material departures from the same;

(b) 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;

(c) 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;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) 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

(f) 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.

14. 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. For details, please refer to Note Nos. 30b and 31 of the Standalone Financial Statements of the Company.

15. 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.iwel.co.in/pdf/policy/ Related%20Party%20Transaction%20Policy.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 into by the Company during the year under review with Related Parties were approved by the Audit Committee and/or Board where ever required, as per the provisions of Section 177, 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. During the 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 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.

16. Deposits

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

17. Subsidiaries, Joint Ventures and Associate Companies

A separate statement containing the salient features of financial statements of all subsidiaries and associates 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 subsidiaries, joint ventures, associate 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.iwel.co.in. The Company has formulated a policy for determining material subsidiaries. The said Policy may be accessed on the website of the Company; www.iwel.co.in.

During the year under review, the Company had sold part of its stake in Inox Wind Limited (IWL), a subsidiary company, through block deals on stock exchanges. Post the aforesaid transactions, the Company's shareholding in its subsidiary, IWL decreased from 50.20% to 38.43%. Consequently, IWL ceased to be a subsidiary of the Company with effect from 31^st October, 2023.

The Report on the performance and financial position of each of the subsidiaries and associates Companies of the Company is annexed to this report, in Form No. AOC-1, pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of Companies (Accounts) Rules, 2014 as Annexure A.

18. 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.

19. Vigil Mechanism/ Whistle Blower Policy for Directors and Employees

As per the provisions of Section 177(9) of the Act 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.iwel.co.in.

20. Internal Financial Controls

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business. The Board reviews Internal Financial Controls of the Company and the Audit Committee monitors the same.

21. Independent Auditor's Report

There is no qualification, reservation, adverse remark or disclaimer 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.

22. Independent Auditors

The Members at their 1^st Annual General Meeting held on 30^th September, 2021 had appointed M/s. Dewan P.N. Chopra & Co., Chartered Accountants, New Delhi (Firm Registration No. 000472N) as Independent Auditors of the Company from the conclusion of 1^st Annual General Meeting until conclusion of 6^th Annual General Meeting. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

23. Cost Auditors

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to appoint the Cost Auditors and to maintain cost records.

24. Secretarial Auditors

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 Board had appointed M/s. Samdani Shah & Kabra, Company Secretaries, Vadodara, Gujarat to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report issued by M/s. Samdani Shah & Kabra, 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.

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.

25. Reporting of Frauds

During the year under review, no instance of fraud was reported by the Auditors under Section 143(12) of the Act and Rules framed thereunder either 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.

26. Management Discussion and Analysis Report

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

27. Corporate Governance Report

Pursuant to Regulation 34(3) read with Para C of Schedule V of 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 and the Certificate from a Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this report as Annexure C.

In compliance with the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Whole-time Director 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 Whole-time Director is annexed as a part of the Corporate Governance Report.

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.iwel.co.in.

29. Annual Return

Pursuant to Section 134(3)(a) of the Act, the copy of the Annual Return, in Form MGT -7, has been placed on the Company's website and the same can be accessed at https://iwel.co.in/ pdf/Annual_Return/Form_MGT_7_IWEL.pdf.

30. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

During the year under review, there is no information to be provided in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo to be given pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014. There were no foreign exchange earnings and outgo during the Financial Year ended 31^st March, 2024.

31. Particulars of Employees

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Rule 5(1)(i) and (ii): Not Applicable as no remuneration was paid to any of the Directors and Key Managerial Personnel during the year under review.

Rule 5(iii): Percentage increase in the median remuneration of employees is Nil.

Rule 5 (iv): The number of permanent Employees on the rolls of the Company as on 31^st March, 2024 was 2 (two).

Rule 5(viii): Average percentile increase already made in the salaries of employees other than managerial personnel is Nil.

Rule 5(xii): It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

There was no employee drawing remuneration in excess of the limits set out under 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.

32. Corporate Social Responsibility Activities

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Mr. Kallol Chakraborty, Whole-time Director, Mr. Devansh Jain, Non-Independent Director and Ms. Vanita Bhargava, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company; www.iwel.com. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014, as amended is annexed to this Report as Annexure D.

33. 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. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

34. Insurance

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

35. Risk Management

PursuanttotherequirementofRegulation21oftheSEBI(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.

Risk management is integral to your Company's strategy and for the achievement of our long-term goals. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company proactively identifies its business risks and systemically resolves all the risks.

Our approach to risk management is designed to provide reasonable assurance that our assets are safeguarded, the risks facing the business are being assessed and mitigated and all information that may be required to be disclosed is reported to Company's Senior Management including, where appropriate, the Whole-time Director, the Chief Financial Officer, the Audit Committee and the Board.

Mitigation plans in relation to significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership. The Company endeavors to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

36. Information under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy 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.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. 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 the Company's operations in future.

38. Material changes and commitments, if any, 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 are no 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 this report.

39. 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. During the year under review, no applications made or any proceedings pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

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

40. Acknowledgement