Adani Green Energy Ltd

Dear Shareholders,

Your Directors are pleased to present the 10th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

( in crore)

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

2. Previous year figures have been regrouped/re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Consolidated Financial Performance of your Company:

Your Company has recorded revenue from operations to the tune of Rs. 11,212 Crore during the financial year 2024-25 (FY 2024-25) compared to Rs. 9,220 Crore in the corresponding previous financial year.

During the year, your Company generated earnings before interest, depreciation and tax (EBIDTA) of Rs. 10,088 Crore compared to Rs. 8,619 Crore in the previous year.

Net profit Rs. 2,001 Crore as compared to Rs. 1,260 Crore in the previous financial year. Earnings per share stood at Rs. 8.37 on diluted basis on face value of Rs. 10/- each.

Operational Highlights:

Adani Green Energy Limited ("Adani Green" / "Company") is India's largest and one of the leading renewable energy companies in the world, enabling the clean energy transition. Adani Greendevelops, owns, and operates utility scale grid-connected solar, wind and hybrid renewable power plants. Adani Green currently has an operating renewable portfolio of 14.2 GW, the largest in India, spread across 12 states. Adani Green is credited with developing several landmark renewable energy power plants, the latest being the world's largest single location renewable power plants being developed at Khavda, Gujarat. Your Company has set a target of achieving 50 GW by 2030 aligned to India's decarbonization goals. Adani Green is focused on leveraging technology to reduce the Levelized Cost of Energy (LCOE) in pursuit of enabling largescale adoption of affordable clean energy. Adani Green's operating portfolio is certified ‘water positive for plants of more than 200 MW capacity', ‘single-use plastic free' and ‘zero waste-to-landfill', a testament to your Company's commitment of powering sustainable growth.

Operational capacity increased by 30% YoY to 14.2 GW.

Sale of Energy increased by 28% YoY at 27,969 million units in FY25 vs. 21,806 million units in FY24. Solar portfolio capacity utilization factor (CUF) at 24.8% backed by 99.5% plant availability. Wind portfolio CUF at 27.2% backed by 95.9% plant availability.

Hybrid portfolio CUF at 39.5% backed by 99.6% plant availability.

Standalone Financial Results:

Your Company has recorded revenue from operations to the tune of Rs. 19,613 Crore during the FY 2024-25 compared to Rs. 12,001 Crore in the corresponding previous financial year.

Net profit for the FY 2024-25 is 654 Crore as compared to loss of Rs. 546 Crore in the previous financial year. Earnings per share stood at Rs. 3.74 on face value of Rs. 10/- each.

Credit Rating

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Dividend

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

Dividend Distribution Policy

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your

Company's website on https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Corporate-Governance/Policy/ Dividend-Distribution-Policy.pdf

Unclaimed Dividends

The Company has not declared dividend since its incorporation and hence, there are no outstanding and unclaimed dividends.

Transfer to Reserves

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY25, after all appropriations and adjustments, was Rs. (286) crore.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company. The equity authorized share capital of your Company is Rs. 2,500 crore and paid-up equity share capital of your Company is Rs. 1,584.03 crore.

Raising of funds by issuance of Warrants convertible into Equity Shares on a private placement basis

Pursuant to the shareholders' approval received at the Extra-ordinary General Meeting held on January 18, 2024, your Company has issued 6,31,43,677 warrants at a price of INR 1,480.75 per warrant, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each to Ardour Investment Holding Ltd, by way of preferential issue on a private placement basis for an aggregate consideration of up to Rs. 9,350 crore. Your Company had received minimum 25% of the funds towards warrant subscription and the funds received from proceeds of warrants were fully utilized as per the Objects stated in the Offer Document.

Redemption of USD 750 Million Holdco Notes

During the year under review, your Company redeemed all outstanding USD 750 million 4.375% Holdco Notes due on September 08, 2024.

a) Scheme of Arrangement by the subsidiaries under the approval of the office of Regional Director of Ministry of Corporate Affairs

The Hon'ble Regional Director, North Western Region, Ahmedabad, vide its order dated February 27, 2025, approved the Scheme of Arrangement for amalgamation of Adani Renewable Energy Forty Eight Limited into Adani Green Energy Twenty Five B Limited (which was holding 100% shares of Adani Renewable Energy Forty Eight Limited). The Scheme, with the appointed date as December 10, 2024, was made effective from March 04, 2025.

Adani Green Energy Twenty Five B Limited is a step-down wholly-owned subsidiary of your Company.

There is no change in the interest of your Company upon this merger coming into effect.

b) Composite Scheme of Arrangement by the subsidiaries under the approval of Hon'ble National Company Law Tribunal, bench at Ahmedabad

A Composite Scheme of Arrangement, among Adani Wind Energy (Gujarat) Private Limited, Surajkiran Solar Technologies Limited, Surajkiran Renewable Resources Limited ("Transferor Companies"), Adani Wind Energy Kutchh One Limited ("Demerged Company") and Spinel Energy & Infrastructure Limited ("Transferee Company / Resulting Company") and their respective shareholders and creditors, has been filed Law Tribunal, Ahmedabad Bench. The Composite Scheme is under process of approval at Hon'ble NCLT. Upon the Scheme coming into effect, the Transferor Companies will stand dissolved and that the Demerged Undertaking of the Demerged Company will stand transferred and vested into the Resulting Company. Since the Transferor Companies, Demerged Company and Transferee Company / Resulting Company are wholly-owned subsidiaries of the Company, there will be no change in the interest of your Company upon this merger coming into effect.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY25 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities, which is exempted under Section 186 of the Act. The details of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the following changes have taken place in subsidiaries, associates and joint ventures:

A) Following Companies ceased to be wholly-owned subsidiaries (and continues to be subsidiaries):

B) Composite Scheme of Arrangement has been filed by the subsidiaries before Hon'ble National Company Law Tribunal, bench at Ahmedabad.before the Hon'ble National Company

Upon the Composite Scheme coming into effect, following wholly-owned subsidiaries of the Company will stand amalgamated into other Wholly-owned subsidiary of the Company:

C) Following step-down subsidiary of the Company was amalgamated into other step-down subsidiary of the Company:

• Adani Hydro Energy One Limited

• Adani Hydro Energy Two Limited

• Adani Hydro Energy Three Limited

• Adani Hydro Energy Four Limited

• Adani Hydro Energy Five Limited

• Adani Green Energy Sixty Five Limited

• Adani Green Energy Sixty Six Limited

• Adani Green Energy Sixty Seven Limited

• Adani Green Energy Sixty Eight Limited

• Adani Green Energy Sixty Nine Limited

• Adani Ten Limited

• Adani Ten A Limited

• Adani Ten A Holdings Limited

• Adani Ten Holdings Limited

• Adani Cleantech One Limited

• Adani Cleantech One Holdings Limited

• Adani Energy Cleantech One Holdings Limited

• Adani Energy One Holdings Limited

• Adani Cleantech Three Limited

• Adani Cleantech Three Holdings Limited

• Adani Energy Cleantech Three Holdings Limited

• Adani Energy Three Holdings Limited

• Adani Four Limited

• Adani Four A Limited

• Adani Four A Holdings Limited

• Adani Four Holdings Limited

• Adani Nine Limited

• Adani Nine A Limited

• Adani Nine A Holdings Limited

• Adani Nine Holdings Limited

• Adani Wind India Limited

• Adani Wind One Limited

• Adani Wind India Holdings Limited y Adani Energy Global Wind Holdings Limited

• Adani Five Limited

• Adani Five A Limited

• Adani Five A Holdings Limited

• Adani Five Holdings Limited

• Phuoc Minh Renewables Pte. Ltd. (formerly known as Adani Phuoc Minh Renewables Pte Ltd)

• Phuoc Minh Wind Pte. Ltd. (formerly known as Adani Renewable Pte Ltd)

• Adani Phuoc Minh Wind Power Joint Stock Company (formerly known as Adani Phuoc Minh Wind Power Company Limited)

• Phuoc Minh Solar Pte. Ltd. (formerly known as Adani Green Energy (Vietnam) Pte. Limited)

• Adani Phuoc Minh Solar Power Joint Stock Company (formerly known as Adani Phuoc Minh Solar Power Company Limited)

• Adani Renewable Energy Twenty Two Private Limited

• Adani Renewable Energy Twenty Three Private Limited

• Adani Renewable Energy Twenty Five Private Limited

• Adani Renewable Energy Twenty Six Private Limited

• Adani Renewable Energy Twenty Seven Private Limited

• Adani Renewable Energy Twenty Eight Private Limited

• Adani Renewable Energy Twenty Nine Private Limited

• Adani Renewable Energy Thirty Private Limited

• Adani Renewable Energy Thirty One Private Limited

• Adani Renewable Energy Thirty Two Private Limited

• Adani Renewable Energy Thirty Three Private Limited

• Adani Renewable Energy Thirty Four Private Limited

• Adani Renewable Power LLP

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanigreenenergy.com).

Material Subsidiary

Based on Financial Statement as on March 31, 2025, your Company had no unlisted material subsidiary.

Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Alteration in the Constitutional document

The Board of Directors of the Company has, in its meeting held on April 28, 2025, approved the alteration to the Articles of Association of the Company with respect to deletion of the common seal clause, which shall be subject to approval of the shareholders at the ensuing Annual General Meeting ("AGM"). More details of proposed changes in the Articles of Association of the Company are disclosed in the notice calling the 10th AGM, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnels

As of March 31, 2025, your Company's Board had ten members comprising of two Executive Directors, two Non-Executive and Non-Independent Directors, one Non-Executive Nominee Director and five Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment / Cessation / Change in Designation of Directors and Key Managerial Personnel

During the year under review, there was no change in the Directorships.

The following changes took place in the Key Managerial Personnel who were also categorized as Senior Management Personnel:

Appointment:

The Board of Directors at its meeting held on December 30, 2024 appointed Mr. Ashish Khanna as the Chief Executive Officer (CEO) of the Company, and who has assumed his role as CEO effective April 01, 2025.

Mr. Saurabh Shah was appointed as the Chief Financial Officer of the Company, effective from October 01, 2024.

Cessation:

Mr. Amit Singh stepped down from his position as CEO of the Company, effective March 31, 2025.

Mr. Phuntsok Wangyal ceased to be the Chief Financial Officer of the Company, with effect from the closure of the business hours on September 30, 2024.

Re-appointment of Director(s)

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board, on recommendation of Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Gautam S. Adani as Director for your approval. Further, the Members at the 6th Annual General Meeting of the Company held on July 13, 2021, approved the appointment of Mr. Vneet S. Jaain (DIN: 00053906) as Managing Director and Mr. Raminder Singh Gujral (DIN: 07175393) as Independent Director (Non-Executive) of the Company to hold office for a period of 5 (five) consecutive years w.e.f. July 10, 2020.

Accordingly, the term of appointment of Mr. Jaain as Managing Director and Mr. Gujral as Independent Director of the Company is set to expire on July 09, 2025. Following a performance review and based on the recommendation of Nomination and Remuneration

Committee, the Board of Directors of the Company ("Board") at its meeting held on April 28, 2025 approved the re-appointment of Mr. Vneet S. Jaain as Managing Director for an additional term of 5 (five) years and approved the appointment of Mr. Raminder Singh Gujral as Independent Director (Non-Executive) for the second term of 3 (three) years, both, effective from July 10, 2025, which shall be subject to approval of the shareholders of the Company.

Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM..

Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act: Mr. Vneet S. Jaain, Managing Director Mr. Sagar R. Adani, Executive Director Mr. Ashish Khanna, Chief Executive Officer Mr. Saurabh Shah, Chief Financial Officer Mr. Pragnesh Darji, Company Secretary

Committees of Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the following committees / sub-committees.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee Risk Management Committee

Corporate Social Responsibility Committee

Corporate Responsibility Committee

Information Technology & Data Security Committee Legal, Regulatory & Tax Committee Reputation Risk Committee Mergers and Acquisition Committee Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 9 (nine) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 28, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Nomination and Remuneration Committee (NRC) engaged Talentonic HR Solutions Private Limited ("Talentonic"), an external advisory company, to facilitate the evaluation and effectiveness process of the Board, its committees and individual Directors for FY25. A detailed Board effectiveness assessment questionnaire was developed by Telentonic based on the criteria and framework adopted by the Board. Virtual meetings were organized with the Directors and discussions were held on three key themes i.e. strategic direction, fit-for-purpose and focus on environment, social and governance. The results of the evaluation confirmed high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 28, 2025. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs /meetings where subject matter experts apprise the Directors on key global trends. The details of such programs are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors' appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.adanigreenenergy.com/investors/ corporate-governance

The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors.

Your Company's Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy.

Board Diversity

Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management.

The NRC implements this mechanism in concurrence with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance

Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Legal, Regulatory and Tax Committee and the Board periodically monitor the status of compliances with applicable laws.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adanigreenenergy.com/investors/ corporate-governance.

The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of that CSR spends of your Company for FY25 have been utilized for the purpose and in the manner approved by the Board of your Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all

Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Corporate-Governance/Policy/ Code-of-Conduct.pdf

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY25, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various

ESG initiatives adopted by your Company. The ESG disclosures have been independently assured by Intertek India Private Limited.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the

Click here.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Prior approvals are also being obtained for related party transactions which are long-term in nature and are being placed for noting by Audit Committee on yearly basis, in compliance of requirements of SEBI Listing Regulations.

All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

The Audit Committee comprise solely of the Independent Directors and Nominee Directors. However, in terms of requirements of SEBI Listing Regulations, only Independent Directors vote on the related party transactions. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY25 and hence does not form part of this report. During the year, the materially significant Related Party Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of the Company in the Extra Ordinary General Meeting held on September 25, 2024 and through Postal Ballot on January 31, 2025 (last date of e-voting).

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link: https://www.adanigreenenergy.com/investors/ corporate-governance Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s. Dharmesh Parikh & Co. LLP, Chartered Accountants (Firm Registration No 112054W/W100725), were re-appointed as Statutory Auditors of the Company for the second term to hold office till the conclusion of the AGM of the Company to be held in the calendar year 2026 and M/s. S R B C LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) were appointed as Joint StatutoryAuditors officetill theCompanytohold the conclusion of the AGM of the Company to be held in the calendar year 2026. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representatives of M/s. Dharmesh Parikh & Co. LLP and M/s. S R B C LLP, Statutory Auditors of your Company attended the previous AGM of your Company held on June 25, 2024.

Statutory Auditors have unmodified expressed their opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Notes to the financial statements referred in the Auditors' Report are self-explanatory.

Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of your Company for FY25. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. The Secretarial Audit Report for FY25 is unqualified and does not contain any observation. Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, M/s. Chirag Shah & Associates ("CSA"), Company Secretaries in Practice, (Peer Review Number: 6543/2025), as the Secretarial Auditors of the Company for a period of five consecutive financialyears from 2025-26 to 2029-30. The appointment is subject to shareholders' approval at the AGM. M/s. Chirag Shah & Associates have confirmed that they are not to be appointed as a Secretarial Auditors and are eligible to hold office as Secretarial Auditors of your Company.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditors of your Company have not reported any instances of fraud committed in your Company by Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 1,296 (consolidated basis) employees as of March 31, 2025.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance disqualified on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on POSH Policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at: https://www.adanigreenenergy.com/-/media/ Project/GreenEnergy/Corporate-Governance/Policy/ Whistle-Blower-Policy.pdf During the year under review, 1 (one) complaint was reported under the whistle blower policy. Details of the complaint and investigation report were placed before the Audit Committee for its noting.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in

Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company's shares by your Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes practices and procedures for fair disclosure of

UPSI. PIT Code is available on your Company's website and link for the same is given in Annexure-A of this report. The employees undergo mandatory training / certification on PIT Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Chairman nor the Managing Director / Executive Director nor CEO of your Company received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

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

2. Issue of shares (Including sweat equity shares) to employees of your Company under any scheme.

3. Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan was obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, Maritime Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and the confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.