Inox Wind Ltd

To the Members of

Inox Wind Limited

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

1. FINANCIAL PERFORMANCE

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

(RS in Lakhs)

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

Authorised Share Capital

As on 1st April, 2023, the Authorised Share Capital stood at Rs. 1600,00,00,000/- (Rupees Sixteen Hundred Crore only) divided into:

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

- 110,00,00,000/- (One Hundred and Ten Crore) Preference Shares of Rs. 10/- each totalling to Rs. 1100,00,00,000/- (Rupees Eleven Hundred Crore only).

During the year under review, the Authorised Share Capital of the Company was altered as under:

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 14th Annual General Meeting held on 29th September, 2023 from Rs. 1600,00,00,000/- to Rs. 2000,00,00,000/- (Rupees Two Thousand 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

- 150,00,00,000 (One Hundred and Fifty Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1500,00,00,000/- (Rupees Fifteen Hundred Crore only) by creation of 40,00,00,000 (Forty Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 400,00,00,000/- (Rupees Four Hundred Crore only).

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 10th ExtraOrdinary General Meeting held on 01st December, 2023 from Rs. 2000,00,00,000/- to Rs. 2500,00,00,000/- (Rupees Two Thousand Five 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

- 200,00,00,000 (Two Hundred Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crore only) by creation of 50,00,00,000 (Fifty Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 500,00,00,000/- (Rupees Five Hundred Crore only).

As on 31st March, 2024, the Authorised Share Capital stood at Rs. 2500,00,00,000/- (Rupees Two Thousand Five 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

- 200,00,00,000 (Two Hundred Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crore only).

Post the closure of the financial year under review, the Authorised Share Capital of the Company was altered as under:

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 11th ExtraOrdinary General Meeting held on 17th May, 2024 from Rs. 2500,00,00,000/- to Rs. 4000,00,00,000/- (Rupees Four Thousand Crore only) divided into:

- 200,00,00,000 (Two Hundred Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crore only); and

- 200,00,00,000 (Two Hundred Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Two Thousand Crore only) by creation of 150,00,00,000 (One Hundred and Fifty Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1500,00,00,000/- (Rupees Fifteen Hundred Crore only).

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 12th ExtraOrdinary General Meeting held on 27th June, 2024 from Rs. 4000,00,00,000/- to Rs. 5000,00,00,000/- (Rupees Five Thousand Crore only) divided into:

- 200,00,00,000 (Two Hundred Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 2000,00,00,000/- (Rupees Five Hundred Crore only); and

- 300,00,00,000 (Three Hundred Crore)

Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 3000,00,00,000/- (Rupees Three Thousand Crore only) by creation of 100,00,00,000 (One Hundred Crore) Preference Shares of Rs. 10/- (Rupees Ten only) each totalling to Rs. 1000,00,00,000/- (Rupees One Thousand Crore only).

Paid-up Share Capital

As on 1st April, 2023, the Paid-up Share capital of the Company stood at Rs. 925,94,84,960/- (Rupees Nine Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only) divided into:

- 32,59,48,496 (Thirty Two Crore Fifty Nine Lakh Forty Eight Thousand Four Hundred and Ninety Six) Equity Shares of Rs. 10/- (Rupees Ten only) each totaling to Rs. 325,94,84,960 (Rupees Three Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only); and

- 60,00,00,000 (Sixty Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten only) each of the Company totaling to Rs. 600,00,00,000/- (Rupees Six Hundred Crore only).

During the year under review, the Company issued and allotted in aggregate 105,00,00,000 - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of face value of Rs. 10/- each ("NCPRPS"), to ‘Promoter/ Promoter Group' entities, for cash consideration, at par, on private placement basis, pursuant to the approval of the

Board of Directors and Shareholders of the Company from time to time, as under:

• On 27th July, 2023, allotted 5,25,00,000 NCPRPS for H52,50,00,000/-;

• On 10th August, 2023, allotted 19,75,00,000 NCPRPS for H197,50,00,000/-;

• On 11th August, 2023, allotted 10,00,00,000 NCPRPS for H100,00,00,000/-;

• On 1st November, 2023, allotted 40,00,00,000 NCPRPS for H400,00,00,000/-; and

• On 2nd December, 2023, allotted 30,00,00,000 NCPRPS for H300,00,00,000/-.

Further, the Company on 27th July, 2023 redeemed, at par, 4,00,00,000 NCPRPS for H40,00,00,000/-.

As at 31st March, 2024, the Paid-up Share Capital of the Company stood at H1935,94,84,960/- (Rupees One Thousand Nine Hundred Thirty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only) divided into:

- 32,59,48,496 (Thirty Two Crore Fifty Nine Lakh Forty Eight Thousand Four Hundred and Ninety Six) Equity Shares of H10/- (Rupees Ten only) each totaling to H325,94,84,960/- (Rupees Three Hundred and Twenty Five Crore Ninety Four Lakh Eighty Four Thousand Nine Hundred and Sixty only); and

- 161,00,00,000 (One Hundred and Sixty One Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of Rs.10/- (Rupees Ten only) each of the Company totaling to Rs. 1610,00,00,000/- (Rupees One Thousand Six Hundred and Ten Crore only).

Post the closure of the financial year under review, the Paid- up Share Capital of the Company increased on account of the following allotments of securities:

• Bonus issue

On 27th May, 2024 allotted in aggregate 97,78,45,488 fully paid-up Bonus Equity Shares of Rs. 10/- each in the proportion of 3:1 i.e. 3 (three) new fully paid-up Bonus Equity Shares of Rs. 10/- each for every 1 (One) existing fully paid-up equity share of Rs. 10/- each held by the eligible members whose names appeared in the list of beneficial owners as on 25th May, 2024, being the Record Date fixed for this purpose;

• On 4th June, 2024, allotted 20,00,00,000 NCPRPS for Rs. 200,00,00,000/-;

• On 28th June, 2024, allotted 50,00,00,000 NCPRPS for Rs. 500,00,00,000/-; and

• On 3rd July, 2024, allotted 20,00,00,000 NCPRPS for Rs. 200,00,00,000/-.

Post the above allotments, the Paid-up Share Capital of the Company stands at Rs. 3813,79,39,840/- (Rupees Three Thousand Eight Hundred and Thirteen Crore Seventy Nine Lakh Thirty Nine Thousand Eight Hundred and Forty only) divided into:

- 130,37,93,984 (One Hundred Thirty Crore Thirty Seven Lakh Ninety Three Thousand Nine Hundred and Eighty Four) Equity Shares of H10/- (Rupees Ten only) each totaling to Rs. 1303,79,39,840 (Rupees One Thousand Three Hundred and Three Crore Seventy Nine Lakh Thirty Nine Thousand Eight Hundred and Forty only); and

- 251,00,00,000 (Two Hundred and Fifty One Crore) - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of the face value of Rs. 10/- (Rupees Ten only) each of the Company totaling to Rs. 2510,00,00,000 (Rupees Two Thousand Five Hundred and Ten Crore only).

The entire funds raised through the aforesaid allotments were utilised in line with the Objects of the Issue.

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

4. DETAILS OF DEBENTURES

During the year under review, 1,990 - 9.50% Secured, Listed, Rated, Redeemable, Non-Convertible Debentures of Rs. 10,00,000/- each [ISIN INE066P07018; Scrip Code: 960303] which were allotted on 10th November, 2020, at par, for cash consideration amounting to Rs. 199,00,00,000/- were fully redeemed on 10th November, 2023. As a result, these debentures have been extinguished.

5. 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 9th February, 2024 accorded its approval to the introduction of an employee stock option scheme namely ‘Inox Wind - Employee Stock Option Scheme 2024' ("ESOS 2024"/ "Scheme") to create and grant upto 32,00,000 options to the eligible employees in one or more tranches, from time to time, which in aggregate were exercisable into not more than 32,00,000/- (Thirty Two 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 5th 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. J. K. Gupta & 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://inoxwind.com/ uploads/Sec Auditor Certificate jkg.pdf.

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

Post the closure of the year, the Company had allotted Bonus equity shares of Rs. 10/- each in the proportion of 3 (three) new equity share for every existing 1 (one) equity share to the eligible existing shareholders of the Company. Accordingly, suitable adjustment was given also to total number of Options available to be granted under the Scheme and the upper ceiling of options was increased from 32,00,000 (Thirty Two Lakh) to 128,00,000 (One Hundred and Twenty Eight Lakh ).

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://inoxwind.com/ uploads/IWL_ESOS%20Disclosure%20FY%202023-24.pdf.

6. SCHEME OF AMALGAMATION OF INOX WIND ENERGY LIMITED INTO THE COMPANY

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

Post the receipt of the in-principle approval of the Stock Exchanges i.e BSE and National Stock Exchange of India Limited, both on 27th 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 16th April, 2024, the meeting of the equity shareholders, secured and unsecured creditors of the Company were held on 1st June, 2024 and 2nd June, 2024 respectively and the Scheme was approved with requisite majority. The Company has, thereafter, filed (second motion) petition with the NCLT, Chandigarh.

The swap ratio for the proposed amalgamation after adjustment for the effect of the Bonus Issue of the Company, is as under:

• 632 equity shares of face value of Rs. 10/- per share of IWL to be issued for every 10 equity shares of face value of Rs. 10/- per share of IWEL.

• 632 share warrants of IWL with an issue price of Rs. 13.50 each to be issued for every 10 share warrants of IWEL with an issue price of Rs. 847/- each.

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

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

7. DIVIDEND

No dividend has been recommended by the Board of Directors for the Financial Year ended 31st 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.inoxwind.com. The ‘Dividend Distribution Policy' can be accessed at https://inoxwind.com/uploads/2017/02/ IWL%20-%20Dividend%20Distribution%20Policy%20-%20 21012017.pdf

8. TRANSFER TO RESERVES

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

9. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount to to the Investor Education and Protection Fund ("IEPF") established by the Central Government.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Shri Shanti Prashad Jain (DIN: 00023379) and Shri Venkatanarayanan Sankaranarayanan (DIN: 01184654) ceased to be Independent Directors of the Company, both w.e.f. 1st April, 2024, upon successful completion of their second term of 5 (five) years.

Shri Brij Mohan Bansal (DIN: 00261063) and Shri Sanjeev Jain (DIN: 00023409) were appointed by the Board as Additional Directors to hold office as Independent Directors on the Board of the Company, not liable to retire by rotation, for an initial term of 1 (one) year and 3 (three) years respectively, both w.e.f. 1st April, 2024, subject to the approval of the shareholders of the Company. Their appointments were approved by the Shareholders of the Company by way of Postal Ballot on 5th May, 2024.

Shri Rahul Roongta was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company, w.e.f. 10th February, 2024, in terms of Section 203 of the Companies Act, 2013 and applicable provisions of Listing Regulations, in place of Shri Narayan Lodha, who ceased from the position of Chief Financial Officer w.e.f 9th February, 2024, as per reorganization in the Company.

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

Shri Manoj Dixit (DIN: 06709232) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible have offered himself for re-appointment.

Necessary resolutions 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.

11. 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 webite; www.inoxwind.com and can be accessed at https://inoxwind.com/uploads/2014/11/ Nomination Remuneration_Policy_IWL.pdf

12. 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 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 confirm 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).

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

14. 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 9th 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.

15. 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.

16. 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 31st 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.

17. 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, 38 and 49 to the Standalone Financial Statements of the Company.

18. 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://inoxwind.com/uploads/2022/08/ Policy-on-RPT-IWL.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 whereever 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 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.

19. DEPOSITS

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

20. 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 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. inoxwind.com. The Company has formulated a policy for determining material subsidiaries. The said policy may be accessed on the website of the Company.

The Company ceased to be the subsidiary of Inox Wind Energy Limited, in terms of the provisions of the Companies Act, 2013, w.e.f 31st October, 2023.

During the year under review, Inox Green Energy Services Limited (IGESL), a subsidiary 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 IGESL and in turn a step-down subsidiary of the Company w.e.f. 7th February, 2024.

Post the closure of the financial year, the Company incorporated the following wholly owned subsidiaries:

1. Junachay Wind Energy Private Limited

2. Dharvi Kalan Wind Energy Private Limited

3. Dangri Wind Energy Private Limited

4. Kadodiya Wind Energy Private Limited

5. Lakhapar Wind Energy Private Limited

6. Laxmansar Wind Energy Private Limited

7. Ghanikhedi Wind Energy Private Limited

8. Amiya Wind Energy Private Limited

9. Pokhran Wind Energy Private Limited

As a part of business restructuring, the Company executed share purchase agreements on 29th July, 2024, to sell the entire issued and paid-up equity share capital of each of these 9 (nine) wholly owned subsidiaries, to Resco Global

Wind Services Private Limited, a wholly owned subsidiary of the Company, for cash consideration, at par. Consequent upon the sale, these companies have become the Company's step-down subsidiaries w.e.f. 2nd August, 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 sub-section (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.

21. 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.

22. 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.inoxwind.com.

23. 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.

24. 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.

25. INDEPENDENT AUDITORS

The Members of the Company at their 14th Annual General Meeting (AGM) held on 29th September, 2023 had approved 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 second term of 5 (five) consecutive years to hold office from the conclusion of 14th AGM until the conclusion of 19th AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

6. 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. 2,10,000 (Rupees Two Lakh and Ten 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 Members 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.

27. 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 M/s. J.K. Gupta & Associates, 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. J.K. Gupta & Associates, in Form MR-3, for the Financial Year 202324 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.

28. REPORTING OF FRAUDS BY AUDITORS

During the year under review, no instance of fraud was 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 details are required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulations 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.

30. 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 and the Practicing Company Secretary 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 have 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.

31. 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.inoxwind.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.

32. 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.inoxwind.com and the same can be accessed at https://inoxwind.com/uploads/Form MGT 7 Website.pdf.

33. 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.

34. 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.

35. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprised of Shri Devansh Jain and Shri Manoj Dixit, Non Independent Directors and Shri Shanti Prashad Jain, Independent Director of the Company.

The CSR Committee was re-constituted effective 1st April, 2024, by appointment of Shri Sanjeev Jain, Independent Director, as a Member, replacing Shri Shanti Prashad Jain, who ceased to be Independent Director of the Company upon the completion of his second five year term.

The CSR Policy of the Company is disclosed on the website of the Company; www.inoxwind.com which can be viewed at https://inoxwind.com/uploads/2021/07/CSR-Policy- amended-25062021.pdf The report on CSR activities of the Company for the financial year ended 31st March, 2024 as per Companies (Corporate Social Responsibility) Rules, 2014, as amended, is annexed to this Report as Annexure F.

36. 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 ISO 9001:2015 (Quality Management System). Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

37. INSURANCE

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

38. 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 an Enterprise Risk Management (ERM) Framework which is derived from COSO ERM-Aligning Risk with Strategy and Performance 2016 (Draft) framework established by committee of sponsoring organizations. According to this, Enterprise Risk Management is "The culture, capabilities and practices, integrated with strategysetting and its execution, that organizations rely on to manage risk in creating, preserving, and realizing value". The Company has, therefore, adopted Residual risk approach and the Board of Directors has approved Enterprise Risk Register, Risk Reporting and its Monitoring system. 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.

39. 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.

40. 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 ‘Paid up Share Capital' in point 3 above.

41. 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.

42. 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 of 31st March 2024, six applications were pending under the Insolvency and Bankruptcy Code (IBC) before the NCLT Chandigarh, which the management believes are likely to be dismissed on merits based on the legal advice received from the counsels.

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

43. 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.