Directors Report of Inox Wind Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting to you their Sixteenth Annual Report together with the Audited Financial Statements for the
Financial Year ended on 31^st March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year 2024-25 is highlighted below:

S.	Particulars	Consolidated		Standalone
No.		2024-25	2023-24	2024-25	2023-24
I.	Revenue from Operations (Net of Taxes)	3,55,715	1,74,324	3,49,874	1,58,648
II.	Other Income	14,440	5,608	6,444	6,325
III.	Total Revenue (I II)	3,70,155	1,79,932	3,56,318	1,65,009
IV.	Total Expenses	3,15,128	1,83,281	3,07,934	1,66,068
V.	Profit/ (Loss) before tax (III -IV)	55,027	(3,349)	48,384	(1,059)
VI.	Exceptional Item	(1346)	(1,369)	(1346)	(21,524)
VII.	Profit/ (Loss) before tax (V -VI)	53,681	(4,718)	47,038	(22,582)
VIII.	Total tax expense	10,176	360	8,632	(28)
IX.	Profit/ (Loss) for the Period Continued Operation (VII-VIII)	43,505	(5,078)	38,406	(22,554)
X.	Profit from discontinued operations	1	(579)	-	-
XI.	Tax expense of discontinued operations	(256)	(366)	-	-
XII.	Profit/ (Loss) for the Period (IX X XI)	43,762	(5,291)	38,406	(22,554)
XIII.	Total Other Comprehensive income (Net of Tax)	(107)	20	(63)	(32)
XIV.	Total Comprehensive income for the period comprising Net Profit/ (Loss) for the Period & Other Comprehensive Income (XII XIII)	43,655	(5,272)	38,344	(22,586)
XV.	Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) from continuing operations and without exceptional items	91,780	34,436	66,059	17,603

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 2024-25 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 Hon’ble National Company Law Tribunal, Chandigarh
Bench vide its order dated 23^rd May, 2025, approved the
Scheme of Arrangement for the merger of Inox Wind
Energy Limited ("Transferor Company") with the Company
("Transferee Company"). Pursuant to the said order, the
merger became effective and has been duly accounted for
in the financial statements of the Company for the financial
year ended 31^st March, 2025.

The merger has been accounted for in accordance with the
accounting treatment prescribed under the Scheme and as
per Appendix C of Indian Accounting Standard (Ind AS) 103

- Business Combinations of Entities Under Common Control.

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 2024-25 shall be laid
before the Annual General Meeting for approval of the
Members of the Company.

3. SHARE CAPITAL

Authorised Share Capital

As on 1^st April, 2024, the Authorised Share Capital stood at
H2,500 Crores (Rupees Two Thousand Five Hundred Crore
only) divided into:

- 50 Crore Equity Shares of H10/- each totalling to
H500 Crore; and

- 200 Crore Preference Shares of H10/- each totalling
to H2,000 Crore.

During 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 11^th Extra¬
Ordinary General Meeting held on 17^th May, 2024 from
H2,500 Crore to H4,000 Crore divided into:

- 200 Crore Equity Shares of H10/- each totalling
to H2,000 Crore by creation of 150 Crore Equity
Shares of H10/- each totalling to H1,500 Crore; and

- 200 Crore Preference Shares of H10/- totalling
to H2,000 Crore.

• Increased pursuant to the approval accorded by
the Shareholders of the Company in their 12^th Extra¬
Ordinary General Meeting held on 27^th June, 2024 from
H4,000 Crore to H5,000 Crore divided into:

- 200 Crore Equity Shares of H10/- each totalling to
H2,000 Crore; and

- 300 Crore Preference Shares of H10/- each
totalling to H3,000 Crore by creation of 10
Crore Preference Shares of H10/-each totalling
to H1,000 Crore.

Accordingly, as at the close of the financial year ended
31^st March, 2025, the Authorised Share Capital stood
at H5,000 Crore.

Paid-up Share Capital

As on 1^st April, 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 totalling 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 H10/- (Rupees Ten only) each of the Company
(“NCPRPS”) totalling to H1610,00,00,000 (Rupees One
Thousand Six Hundred and Ten Crore only).

During the year under review, the Paid-up Share Capital
of the Company increased on account of the following
allotment of securities:

• On 27^th May, 2024, allotted in aggregate 97,78,45,488
fully paid-up Bonus Equity Shares in the proportion of
3:1 i.e. 3 (three) new fully paid up Bonus Equity Shares
of H10/- each for every 1 (one) existing fully paid up
Equity Share of H10/- each held as on the Record Date; ¹

• On 28^th June, 2024, allotted 50 Crore NCPRPS for
H500 Crore; and

• On 3^rd July, 2024, allotted 20 Crore NCPRPS
for H200 Crore.

Accordingly, as at the close of the financial year ended 31^st
March, 2025, the Paid-up Share Capital of the Company
stood at H3813,79,39,840/- (Rupees Three Thousand Eight
Hundred 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 totalling to H1303,79,39,840 (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
H10/- (Rupees Ten only) each of the Company totalling
to H2510,00,00,000 (Rupees Two Thousand Five
Hundred and Ten Crore only).

Subsequent to the close of the year under review, there has
been a change in both the Authorised and Paid-up Share
Capital of the Company upon the Scheme of Arrangement
between Inox Wind Energy Limited and the Company
becoming effective, as approved by the Hon’ble NCLT vide
its order dated 23^rd May, 2025, the details of which are
provided in Para 8 below.

The entire funds raised during the year under review
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. BONUS ISSUE - EQUITY SHARES

During the year under review the Company undertook a
Bonus Issue of equity shares. The Company on 27^th May,
2024 allotted in aggregate 97,78,45,488 fully paid-up bonus
equity shares of H10/- each in the proportion of 3:1 i.e. 3
(three) new fully paid-up bonus equity shares of H10/- each
for every 1 (One) existing fully paid-up equity share of H10/-
each held by the eligible members whose names appeared
in the list of beneficial owners as on 25^th May, 2024, being the
Record Date fixed for this purpose.

5. RIGHTS ISSUE - EQUITY SHARES

Post the closure of the year under review, the Board of
Directors of the Company in their meeting held on 17^th July,
2025, approved the issue of equity shares of the Company
on a rights basis to the eligible shareholders of the Company
for an amount aggregating upto H1,250 Crores in accordance
with applicable laws.

Post receipt of in-principle approvals from the National
Stock Exchange of India Limited and BSE Limited vide their
letters dated 21^st July, 2025 and 22^nd July, 2025 respectively,
the Board of Directors of the Company in their meeting held
on 23^rd July, 2025, inter-alia, considered and approved the
terms of the Rights Issue as under:

Total number of Rights Equity Shares and Rights Issue Size	10,41,10,712 fully paid-up Equity Shares of face value of H10/- each, aggregating upto H1249.33 Crores, assuming full subscription with respect to Rights Equity Shares.
Rights Issue Price	H120/- per Rights Equity Share (including premium of H110/- per Equity Share) payable on application.
Rights Entitlement	5 Rights Equity Shares for every
Ratio	78 Equity Shares held by eligible shareholders as on the Record Date.
Record Date	29th July, 2025 for determining the shareholders eligible to apply for the equity shares in the Rights Issue.
Rights Issue	Rights Issue opens on 6th August,
Schedule Issue	2025 and closes on 20th August, 2025. In compliance with applicable SEBI regulations, the listing and trading of the Rights Equity Shares on the Stock Exchanges is expected to commence on or before 25th August, 2025.

6. DETAILS OF DEBENTURES

During the year under review, the following listed Non¬
Convertible Debentures (NCDs) of the Company were fully
redeemed and consequently extinguished:

a. 9.75%-500 Secured, Listed, Rated, Redeemable Non¬
Convertible Debentures of face value of H10,00,000/-
each (ISIN: INE066P07034; Scrip Code: 973992) which
were allotted on 9^th June, 2022, for cash consideration
at par, amounting to H500 Crore were fully redeemed
on 12^th April, 2024.

b. 9.75%-490 Secured, Listed, Rated, Redeemable Non¬
Convertible Debentures of face value of H10,00,000/-
each (ISIN: INE066P07026; Scrip Code: 973989) which
were allotted on 9^th June, 2022, for cash consideration
at par, amounting to H490 Crores were fully redeemed
on 19^th April, 2024.

c. 750- Senior, Unsecured, Rated, Listed, Redeemable,
Principal Protected Non-Convertible Market Linked
Debentures of face value of H10,00,000/- each (ISIN
INE066P08016; Scrip Code: 974337) which were
allotted on 29^th October, 2022, for cash consideration
at par, amounting to H75 Crores were fully redeemed
on 23^rd October, 2024.

As on 31^st March, 2025, no NCDs of the Company
were outstanding.

7. EMPLOYEE STOCK OPTION SCHEME

With the objective of motivating key employees of the
Company, its subsidiaries/ holding company/ group
companies including associate companies for their
contribution to sustained corporate growth, fostering
an employee ownership culture, retaining top talent in a
competitive environment and aligning individual goals
with the overall objectives of the Company, the Board of
Directors of the Company, based on the recommendation
of the Nomination and Remuneration Committee, at
its meeting held on 9^th February, 2024, approved the
introduction of an employee stock option scheme namely
‘Inox Wind - Employee Stock Option Scheme 2024’ (“ESOS
2024”/ “Scheme”).

The Scheme provided for the grant of upto 32,00,000
options in one or more tranches, from time to time, which
are exercisable into not more than 32,00,000 equity shares
of face value of H10/- (Ten) each, fully paid up, for present and
future grants, subject to adjustment with regards to various
corporate actions like bonus etc. which the Company may
come out with.

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

During the year under review, the Company allotted bonus
equity shares of H10/- each in the proportion of 3 (three) new
equity share for every 1 (one) existing equity share to eligible
shareholders of the Company. In accordance with terms of
the Scheme, the total number of stock options available for
grant under the Scheme was suitably adjusted, increasing
the ceiling from 32,00,000 to 1,28,00,000 (One Crores and
Twenty Eight Lakh) options.

During the year under review, the Company granted options under the Scheme as under:

Date	Options Granted	Grant Price
09th August, 2024	37,90,284	50% discount to closing market price on NSE on 8th August, 20241 i.e. H172/-
	72,750	Closing market price on NSE on 8th August, 20241 i.e. H172/-
31st January, 2025	3,70,737	Closing market price on NSE on 30th January, 20251 i.e. H161.84/-

* Closing price on the Stock Exchange with the highest trading volume on the day preceding the grant date, in accordance with Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”)

There has been no material change in the Scheme post
its implementation. The Scheme is in compliance of 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/2024/12/Sec Auditor Certificate jkg.pdf

The disclosures required to be made in terms of Rule 12(9) of
the Companies (Share Capital and Debentures) Rules, 2014
and as per Regulation 14 of the SEBI SBEBSE Regulations, to
the extent applicable, are available on the Company’s website
at https://inoxwind.com/uploads/2025/8/IWL Regulation%20
14⁰%20of⁰%20SEBI⁰%20(SBEBSD⁰%20Regulations.⁰%202021.pdf

8. MERGER OF INOX WIND ENERGY LIMITED WITH
THE COMPANY

As part of a strategic decision. the Board of Directors of
the Company at its meeting held on 12^th June. 2023 had
considered and approved the Scheme of Arrangement which
provided for amalgamation of Inox Wind Energy Limited
(“IWEL”/ “Promoter Company”/“Transferor Company”)
with Inox Wind Limited (“IWL”/“Company”/“Transferee
Company”) (“Scheme”) subject to various regulatory
approvals and compliances.

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 filed 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. secured and unsecured creditors of
the Company were held on 1^st June. 2024 and 2^nd June.
2024 respectively and the Scheme was approved with
requisite majority.

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

• 632 equity shares of face value of H10/- per share of
the Company to be issued for every 10 equity shares of
face value of H10/- per share of IWEL.

• 632 share warrants of the Company with an issue
price of H13.50/- each to be issued for every 10 share
warrants of IWEL with an issue price of H847/- each.

The NCLT approved the Scheme vide its order dated 23^rd
May. 2025. The certified copy of the order was filed by
both the companies on 13^th June. 2025 with the Registrar
of Companies and accordingly. the Scheme became
effective from 13^th June 2025. with the Appointed Date being
1^st July. 2023.

The Company on 24^th June. 2025. allotted 76.14.06.614
fully paid-up equity shares of face value of H10/- each of

the Company to the eligible equity shareholders of IWEL
as on the Record Date in accordance with the swap ratio
mentioned above. Further. the cross holding of 44.10.73.488
equity shares of H10/- each held by Inox Wind Energy
Limited in the Company and 195.00.00.000 - 0.01% Non¬
Convertible. Non-Cumulative. Participating. Redeemable
Preference Shares of H10/- each (“NCPRPS”) held by Inox
Wind Energy Limited in the Company were cancelled in
terms of provisions of Clause 6 of the Scheme.

Accordingly. the Paid-up Equity Share Capital of the
Company. increased to H1624.12.71.100/- comprising of
162.41.27.110 equity shares of H10/- each.

Further. upon the Scheme becoming effective. the
Authorized Share Capital of IWEL stood transferred to and
amalgamated with the Authorized Share Capital of the
Company. which now stands increased to H5110.11.00.000/-
(Rupees Five Thousand One Hundred and Ten Crore and
Eleven Lakh only) divided into:

- 211.01.10.000 (Two Hundred Eleven Crore One Lakh
and Ten Thousand) Equity Shares of H10/- (Rupees Ten
only) each. totalling to H2110.11.00.000/- (Rupees Two
Thousand One Hundred and Ten Crore and Eleven
Lakh only); and

- 300.00.00.000 (Three Hundred Crore) Preference
Shares of H10/- (Rupees Ten only) each totalling to
H3000.00.00.000/- (Rupees Three Thousand Crore only).

9. DIVIDEND

No dividend has been recommended by the Board of
Directors for the Financial Year ended 31^st March. 2025.

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/2024/12/IWL%20
-%20Dividend%20Distribution%20Policy%20-%2021012017.pdf

10. TRANSFER TO RESERVES

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

11. TRANSFER OF AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND

During the year under review. the Company was
not required to transfer any amount to the Investor
Education and Protection Fund (“IEPF”) established by the
Central Government.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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. 1^st 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 5^th May, 2024.

Shri Manoj Dixit (DIN:06709232) was re-appointed by
the Board as a Whole-time Director on the Board of the
Company for a further period of 1 (one) year, liable to retire by
rotation, w.e.f. 3^rd December, 2024, subject to the approval
of the shareholders of the Company. His appointment was
approved by the Shareholders of the Company by way of
Postal Ballot on 9^th January, 2025.

Shri Brij Mohan Bansal was re-appointed by the Board as
an Independent Director on the Board of the Company
for a second term of 5 (five) years, not liable to retire by
rotation, w.e.f. 1^st April, 2025, subject to the approval of
the shareholders of the Company. His appointment was
approved by the Shareholders of the Company by way of
Postal Ballot on 17^th April, 2025.

Ms. Bindu Saxena (DIN: 00167802) ceased to be an Independent
Director of the Company w.e.f. 21^st October, 2024 upon
successful completion of her second term of 5 (five) years.

Shri Shivam Tandon was appointed as a Chief Financial
Officer and Key Managerial Personnel of the Company, w.e.f.
1^st February, 2025, in terms of Section 203 of the Companies
Act, 2013 and applicable provisions of Listing Regulations, in
place of Shri Rahul Roongta, who resigned from the position
of Chief Financial Officer w.e.f 1^st February, 2025, due to
personal reasons.

Shri Sanjeev Agarwal was appointed as a Chief Executive
Officer (CEO) of the Company, also designated as a Key
Managerial Personnel of the Company, in terms of Section
203 of the Companies Act, 2013 and applicable provisions
of Listing Regulations, w.e.f. 1^st June, 2025 in place of Shri
Kailash Lal Tarachandani, the outgoing CEO, who was
elevated to the role of Group Chief Executive Officer-
Renewable Business of the INOXGFL Group w.e.f. 1^st June,
2025. Shri Tarachandani continues to be the part of Senior
Management Personnel of the Company.

Mrs. Urvashi Saxena (DIN: 02021303) was appointed by
the Board as an Independent Director on the Board of the
Company for an initial term of 1 (one) year with effect from
6^th April, 2025, subject to the approval of the Members
of the Company. Her appointment was approved by the
Shareholders of the Company by way of Postal Ballot on 30^th
May, 2025. She tendered her resignation from the Board of
Directors of the Company, with effect from 1^st July, 2025,
due to personal reasons on account of health constraints
associated with advancing age.

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

Shri Mukesh Manglik (DIN: 07001509) 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.

13. NOMINATION AND REMUNERATION POLICY

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

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

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

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

The Nomination and Remuneration Policy has been uploaded
on the Company’s website; www.inoxwind.com and can
be accessed at https://inoxwind.com/uploads/2024/12/
Nomination Remuneration Policy IWL.pdf

14. 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).

15. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

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

16. 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 2024-25. Further,
based on the feedback received by the Company, the
Nomination and Remuneration Committee at its Meeting
held on 31^st January, 2025 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) as
highly satisfactory by this evaluation process.

17. 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.

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

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

i. in the preparation of the Annual Accounts for the
financial year ended 31^st March, 2025, 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.

19. 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.

20. 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 Listing
Regulations. The said Policy is available on the Company’s
website at the link https://inoxwind.com/uploads/2024/12/
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 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 the Rule 15 of
the Companies (Meetings of Board and its Powers) Rules,
2014 and Regulation 23 of the 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 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.

21. DEPOSITS

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

22. 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 the
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.

During the year under review, the Company incorporated
the following 9 (nine) wholly owned subsidiaries as a Special
Purpose Vehicle (SPVs) to develop wind farms:

Name	Date of Incorporation
Junachay Wind Energy Private Limited	3rd June, 2024
Dharvi Kalan Wind Energy Private Limited
Dangri Wind Energy Private Limited
Kadodiya Wind Energy Private Limited	5th June, 2024
Lakhapar Wind Energy Private Limited	12th June, 2024
Laxmansar Wind Energy Private Limited	13th June, 2024
Ghanikhedi Wind Energy Private Limited
Amiya Wind Energy Private Limited
Pokhran Wind Energy Private Limited	25th June, 2024

As a part of business restructuring, the Company on 2^nd
August, 2024, sold the entire issued and paid-up equity
share capital of each of the above mentioned 9 (nine)
wholly owned subsidiaries to Inox Renewable Solutions
Limited (“IRSL”)(formerly known as Resco Global Wind

Services Private Limited), a subsidiary of the Company, for
cash consideration at par, pursuant to the share purchase
agreements executed on 29^th July, 2024. Consequent
upon the sale, these companies became the step-down
subsidiaries of the Company w.e.f. 2^nd August, 2024.

Consequent to the fund raise aggregating upto H350 Crore
by the Company’s material wholly owned subsidiary, IRSL
by way of allotment of equity shares on a preferential issue
basis through private placement in September, 2024 to
non-promoter investors, IRSL ceased to be a wholly owned
subsidiary of the Company w.e.f. 6^th September, 2024.

Further, the Company on 23^rd October 2024, sold the entire
investment held in its wholly owned subsidiary, namely
Waft Energy Private Limited (“WEPL”) to IRSL, a subsidiary
of the Company, for cash consideration at par. Consequent
upon the sale, WEPL became a step-down subsidiary of the
Company w.e.f. 23^rd October, 2024.

During the period, IRSL incorporated two wholly owned
subsidiaries namely, Fatehgarh Wind Energy Private Limited
and Ramsar Wind Energy Private Limited on 19^th November,
2024 and 21^st November, 2024 respectively and thus, these
companies became step-down subsidiaries of the Company
from the said dates.

Further, during the year, Inox Green Energy Services Limited,
a subsidiary of the Company, divested/ sold its entire
investment in its wholly owned subsidiaries, which were
step-down subsidiaries of the Company, as detailed below:

i. Inox Clean Energy Limited (formerly known as Nani
Virani Wind Energy Private Limited) was divested to
IGREL Renewables Limited on 29^th November, 2024;

ii. Inox Neo Energies Limited (formerly known as Aliento
Wind Energy Private Limited) was divested to Inox
Clean Energy Limited on 30^th November, 2024;

iii. Flurry Wind Energy Private Limited and Flutter Wind
Energy Private Limited were divested to Inox Neo
Energies Limited on 6^th December, 2024.

Accordingly, these companies ceased to be step down
subsidiaries of the Company from their respective
dates of divestment.

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.

23. 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.

24. 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.

25. 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.

26. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications, adverse remarks
or disclaimers in the Independent Auditor’s Reports on the
Financial Statements of the Company for the Financial Year
2024-25. 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.

27. INDEPENDENT AUDITORS

The Members of the Company at their 14^th Annual General
Meeting (AGM) held on 29^th 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 14^th AGM until the conclusion of 19^th AGM. They have
confirmed that they are not disqualified from continuing as
Auditors of the Company.

28. 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 2025-26 on a remuneration of H2,10,000
(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.

The Cost Audit Report issued by M/s. Jain Sharma and
Associates, Cost Auditors in respect of Financial Year 2023¬
24 was submitted with the Cost Audit Branch of the Ministry
of Corporate Affairs within the stipulated time.

There were no reservations, qualifications, adverse
remarks or disclaimers in the Cost Auditor’s Report for the
Financial Year 2024-25.

29. 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 had
appointed M/s. J.K. Gupta & Associates, Practising Company
Secretaries, Delhi, a peer reviewed firm (Firm Registration
No. P2023DE096100 and Peer Review Certificate No.:
6747/2025) to conduct Secretarial Audit of the Company for
the Financial Year 2024-25.

The Secretarial Audit Report issued by M/s. J.K. Gupta
& Associates, in Form MR-3, for the Financial Year 2024¬
25 is annexed to this report as Annexure B. There are no
qualifications, reservations, adverse remarks or disclaimers
in their Secretarial Audit Report except as mentioned under
first para of Para 12(b) of the Corporate Governance Report.

Further, in compliance of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of the Company’s unlisted
material subsidiary, Inox Renewable Solutions Limited
(formerly known as Resco Global Wind Services Private
Limited) for the Financial Year 2024-25 is annexed to this
report as Annexure C.

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.

30. SECRETARIAL AUDITORS

In compliance with Regulation 24A of the Listing
Regulations and Section 204 of the Companies Act,
2013, the Board at its meeting held on 14^th August, 2025,
based on recommendation of the Audit Committee, has
approved the appointment of M/s. J.K. Gupta & Associates,
Practising Company Secretaries, Delhi, a peer reviewed firm
(Firm Registration No. P2023DE096100 and Peer Review
Certificate No.: 6747/2025) as Secretarial Auditors of the
Company for a first term of 5 (five) consecutive years from
Financial Year 2025-26 to Financial Year 2029-30, subject
to approval of the Members at the ensuing Annual General
Meeting. A resolution seeking members’ approval for their
appointment has been included in the AGM Notice.

31. 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.

32. 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.

33. 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 report and the Practicing
Company Secretary certificate regarding compliance of
conditions of Corporate Governance is annexed to this
report as Annexure D.

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.

34. 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 2024-25, 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.

35. 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/2025/8/Form MGT 7⁰%202025°%20WEBSITE.pdf.

36. 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 E.

37. 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 F.

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.

38. 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 Sanjeev Jain,
Independent Director of the Company.

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/2024/12/CSR-Policy-
amended-25062021.pdf The report on CSR activities of the
Company for the financial year ended 31^st March, 2025 as
per Companies (Corporate Social Responsibility) Rules, 2014,
as amended, is annexed to this Report as Annexure G.

39. 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)
(QMS), ISO 14001:2015 Environmental Management Systems
(EMS) and ISO 45001:2018 Occupational Health and Safety
Management Systems (OHSMS). Health of employees
is being regularly monitored and environment has been
maintained as per statutory requirements.

40. INSURANCE

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

41. RISK MANAGEMENT

Pursuant to the requirements of Regulation 21 of the Listing
Regulations, 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 Enterprise Risk Management
Policy which includes the Risk Management 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 strategy-setting 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.

42. 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.

43. 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

Except as mentioned under Para 8 above, 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.

44. 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.

45. 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 31^st March, 2025, four 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.

46. 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.

For and on behalf of the Board of Directors

Manoj Dixit Devansh Jain

Place: Noida Whole-time Director Whole-time Director

Date: 14.08.2025 DIN: 06709232 DIN: 01819331

1

On 4^th June, 2024, allotted 20 Crore NCPRPS
for H200 Crore;

---

Mar 31, 2024

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

1. FINANCIAL PERFORMANCE

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

S.	Particulars	Consolidated		Standalone
No.		2023-24	2022-23	2023-24	2022-23
I.	Revenue from Operations (Net of Taxes)	1,74,324	73,304	1,58,377	58,332
II.	Other Income	5,608	2,131	5,718	26,551
III.	Total Revenue Income (I II)	1,79,932	75,435	1,64,095	84,883
IV.	Total Expenses	1,83,281	1,45,620	1,65,601	1,16,405
V.	Less: Expenditure capitalised	-	3,332	-	-
VI.	Net Expenditure (IV-V)	1,83,281	1,42,288	1,65,601	1,16,405
VII.	Profit/ (Loss) before tax (III -VI)	(3,349)	(66,853)	(1,506)	(31,522)
VIII.	Exceptional Item	(1,369)	-	(21,524)	-
IX.	Profit/ (Loss) before tax (VII -VIII)	(4,718)	(66,853)	(23,030)	(31,522)
X.	Total tax expense	360	2,831	-	-
XI.	Profit/(Loss) for the Period Continued Operation(IX-X)	(5,078)	(69,684)	(23,030)	(31,522)
XII.	Profit from discontinued operations	(579)	(2,068)	-	-
XIII.	Tax expense of discontinued operations	(366)	(509)	-	-
XIV.	Profit/(Loss) for the Period (XI XII-XIII)	(5,291)	(71,243)	(23,030)	(31,522)
XV.	Total Other Comprehensive income (Net of Tax)	20	195	(47)	146
XVI.	Total Comprehensive income for the period comprising Net Profit/ (Loss) for the Period & Other Comprehensive Income (XIV XV)	(5,272)	(71,048)	(23,077)	(31,376)
XVII.	Earnings before Interest, Tax, Depreciation & Amortisation (EBITDA) from continuing operations and without exceptional items	34,436	(24,233)	17,671	(6,135)

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

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

- 110,00,00,000/- (One Hundred and Ten Crore) Preference Shares of H 10/- each totalling to H 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 14^th Annual General Meeting held on 29^th September, 2023 from H 1600,00,00,000/- to H 2000,00,00,000/- (Rupees Two Thousand Crore only) divided into:

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

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

• Increased pursuant to the approval accorded by the Shareholders of the Company in their 10^th ExtraOrdinary General Meeting held on 01^st December, 2023 from H 2000,00,00,000/- to H 2500,00,00,000/-(Rupees Two Thousand Five Hundred Crore only) divided into:

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

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

As on 31^st March, 2024, the Authorised Share Capital stood at H 2500,00,00,000/- (Rupees Two Thousand Five Hundred Crore only) divided into:

- 50,00,00,000 (Fifty Crore) Equity Shares

of H 10/- (Rupees Ten only) each totalling to H 500,00,00,000/- (Rupees Five Hundred Crore only); and

- 200,00,00,000 (Two Hundred Crore) Preference Shares of H 10/- (Rupees Ten only) each totalling to H 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 11^th ExtraOrdinary General Meeting held on 17^th May, 2024 from

H 2500,00,00,000/- to H 4000,00,00,000/- (Rupees Four Thousand Crore only) divided into:

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

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

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

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

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

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

Paid-up Share Capital

As on 1^st April, 2023, the Paid-up Share capital of the Company stood at H 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 H 10/- (Rupees Ten only) each totaling to H 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 H 10/- (Rupees Ten only) each of the Company totaling to H 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 H 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 27^th July, 2023, allotted 5,25,00,000 NCPRPS for H52,50,00,000/-;

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

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

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

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

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

As at 31^st 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 H10/- (Rupees Ten only) each of the Company totaling to H 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 27^th May, 2024 allotted in aggregate 97,78,45,488 fully paid-up Bonus Equity Shares of H 10/- each in the proportion of 3:1 i.e. 3 (three) new fully paid-up Bonus Equity Shares of H 10/- each for every 1 (One) existing fully paid-up equity share of H 10/- each held by the eligible members whose names appeared in the list of beneficial owners as on 25^th May, 2024, being the Record Date fixed for this purpose;

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

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

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

Post the above allotments, the Paid-up Share Capital of the Company stands at H 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 H 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 H 10/- (Rupees Ten only) each of the Company totaling to H 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 H 10,00,000/- each [ISIN INE066P07018; Scrip Code: 960303] which were allotted on 10^th November, 2020, at par, for cash consideration amounting to H 199,00,00,000/- were fully redeemed on 10^th 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 9^th 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 H 10/- (Ten) each fully paid up, for present and future grants, subject to adjustment with regards to various corporate actions which the Company may come out with.

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

There has been no material change in the Scheme post its implementation. The Scheme is in compliance of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”). A certificate issued by M/s. 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 31^st 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 H 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 12^th 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 1^st 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 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, secured and unsecured creditors of the Company were held on 1^st June, 2024 and 2^nd 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 H 10/- per share of IWL to be issued for every 10 equity shares of face value of H 10/- per share of IWEL.

• 632 share warrants of IWL with an issue price of H 13.50 each to be issued for every 10 share warrants of IWEL with an issue price of H 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 31^st March, 2024.

In accordance with Regulation 43A of the Listing Regulations, the Company has formulated a ‘Dividend Distribution Policy’ and the same has been uploaded on the Company’s website; www.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. 1^st 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. 1^st 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 5^th May, 2024.

Shri Rahul Roongta was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company, w.e.f. 10^th 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 9^th 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 9^th February, 2024 noted that Annual Performance of each of the Directors is highly satisfactory and recommended to the Board to continue the terms of appointment of all the Independent Directors of the Company. The Board of Directors of the Company at its Meeting held on the same day evaluated and noted that the performance of Board, Committees of the Board and Individual Directors and Chairperson (including CEO and Independent Directors) is evaluated as highly satisfactory by this evaluation process.

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 31^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 have been followed and there are no departures from the same;

ii. the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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 31^st 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. 7^th 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 29^th 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. 2^nd 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 14^th Annual General Meeting (AGM) held on 29^th 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 14^th AGM until the conclusion of 19^th AGM. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

26. 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 H 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.

Financial Year	2022-23
Due date of filing of Cost Audit Report	28th August, 2023
Actual date of filing of Cost Audit Report	27th August, 2023

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 1^st 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 31^st 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 31^st 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.

For and on behalf of the Board of Directors

Manoj Dixit Devansh Jain

Place: Noida Whole-time Director Whole-time Director

Date: 9^th August, 2024 DIN: 06709232 DIN: 01819331

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Mar 31, 2023

Your Directors take pleasure in presenting to you their Fourteenth Anual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

1. FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year 2022-23 is highlighted below:

(H in Lakhs)
S.	Particulars	Consolidated		Standalone
No.		2022-23	2021-22	2022-23	2021-22
I.	Revenue from Operations (Net of Taxes)	73,698	62,462	58,332	51,824
II.	Other Income	2,144	2,874	26,551	8,846
III.	Total Revenue (I II)	75,842	65,336	84,883	60,670
IV.	Total Expenses	1,48,095	1,34,930	1,16,405	1,02,978
V.	Less: Expenditure capitalised	3,333	4,292	-	-
VI.	Net Expenditure	1,44,762	1,30,638	1,16,405	1,02,978
VII.	Profit/ (Loss) before tax (III -VI)	(68,920)	(65,303)	(31,522)	(42,309)
VIII.	Total tax expense	(1,850 )	(17,041)	-	(14,944)
IX.	Profit/(Loss) for the Period (VII-VIII)	(67,070)	(48,262)	(31,522)	(27,365)
X.	Total Other Comprehensive income (Net of Tax)	194	52	146	46
XI.	Total Comprehensive income for the period comprising Net Profit/ (Loss) for the Period & Other Comprehensive Income (IX X)	(66,876)	(48,210)	(31,376)	(27,319)

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 2022-23 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 2022-23 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. SHARE CAPITAL, CONVERTIBLE SECURITIES AND WARRANTS

During the year under review, there was no change in the Authorised Share Capital of the Company. As on 31^st March, 2023, the Authorised Share Capital stood at H 1600,00,00,000 (Rupees Sixteen Hundred Crore only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of H 10 each totalling to H 500,00,00,000 (Rupees Five Hundred Crore only) and 110,00,00,000 (One Hundred and Ten Crore) Preference Shares of H 10 each totalling to H 1100,00,00,000 (Rupees Eleven Hundred Crore only)

As on 1^st April, 2022, the Paid up Share Capital of the Company stood at H 1140,26,93,630 (Rupees One Thousand One Hundred and Forty Crore Twenty Six Lakh Ninety Three Thousand Six Hundred Thirty only) divided into 22,19,18,226 (Twenty Two Crore Nineteen Lakh Eighteen Thousand Two Hundred and Twenty Six) Equity Shares of H 10 each totaling to H 221,91,82,260 (Rupees Two Hundred and Twenty One Crore Ninety One Lakh Eighty Two Thousand Two Hundred and Sixty only) and 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven) - 0.01% Non-Convertible, Non-Cumulative,

Participating, Redeemable Preference Shares of H 10 each totaling to H 918,35,11,370 (Rupees Nine Hundred and Eighteen Crore Thirty Five Lakh Eleven Thousand Three Hundred and Seventy only).

During the year under review, the Company issued and allotted the following securities on a preferential issue basis pursuant to the resolutions passed by the Board of Directors on 20^th April, 2022 and the Shareholders of the Company on 13^th May, 2022 and upon receipt of all requisite approvals including that of the stock exchanges:

i. 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven) - 0.0001% Compulsorily Convertible Preference Shares of face value of H 10 each of the Company (“CCPS”) to entities forming part of the ‘Promoter/ Promoter Group'' of the Company, upon variation of the terms and nature of 91,83,51,137 (Ninety One Crore Eighty Three Lakh Fifty One Thousand One Hundred and Thirty Seven) - 0.01% Non-Convertible, NonCumulative, Participating, Redeemable Preference Shares of the face value of H 10 each of the Company.

The CCPS holders carried a right to convert CCPS into equity shares at a price of H 126 (Rupees One Hundred and Twenty Six only) per equity share (inclusive of a premium of H 116 per equity share) from time to time, in one or more tranches, within a maximum period of 18 (Eighteen) months from the date of allotment of CCPS.

During the year under review, the entire 91,83,51,137 CCPS were converted into 7,28,85,009 (Seven Crore Twenty Eight Lakh Eighty Five Thousand and Nine) equity shares of the Company.

ii. 1,68,65,078 (One Crore Sixty Eight Lakh Sixty Five Thousand and Seventy Eight) equity shares were allotted at an issue price of H 126 (Rupees One Hundred and Twenty Six only) per equity share inclusive of a premium of H 116 (Rupees One Hundred and Sixteen only) per equity share, for an amount aggregating H 212,50,00,000 (Rupees Two Hundred and Twelve Crore and Fifty Lakh only) to both ‘Promoter Group'' entity and Non Promoters (Unrelated investors) for cash consideration.

iii. 1,43,93,939 (One Crore Forty Three Lakh Ninety Three Thousand Nine Hundred and Thirty Nine) Convertible Warrants were allotted upon upfront receipt of 25% of the Convertible Warrants subscription amount, at an issue price of H 132 (Rupees One Hundred and Thirty Two only) per Convertible Warrant, with a right to the warrant holders to apply for and be allotted 1 (One) equity share of face value of H 10 each of the Company for each Convertible Warrant, aggregating upto H 190,00,00,000 (Rupees One Hundred and Ninety Crore only) to Non Promoters (Unrelated investors) for cash consideration, within a maximum period of 18 (Eighteen) months from the date of allotment of Warrants.

Out of 1,43,93,939 Convertible Warrants, 1,42,80,183 Convertible Warrants were convered into 1,42,80,183 (One Crore Forty Two Lakh Eighty Thousand One Hundred and Eighty Three) equity shares of the Company upon receipt of balance 75% of the Convertible Warrant subscription amount aggregating to H 141,37,38,117 (Rupees One Hundred and Forty One Crore Thirty Seven Lakh Thirty Eight Thousand One Hundred and Seventeen only) and the subscription amount of 25% in relation to balance 1,13,756 Convertible Warrants which were not exercised/ tendered for conversion into equity shares at the completion of/ within the Extended Exercised Period was forfeited.

The aforesaid equity shares issued and allotted pursuant to the preferential issue were listed on the Stock Exchanges.

iv. The Company allotted 60,00,00,000 - 0.01% Non-Convertible, Non-Cumulative, Participating, Redeemable Preference Shares of H 10/- each of the Company (NCPRPS) fully paid-up, at par, on private placement basis to entity forming part of the ‘Promoter/ Promoter Group'' of the Company for cash consideration aggregating H 600,00,00,000 (Rupees Six Hundred Crore only).

The Company has utilized the entire funds raised through the preferential issue and private placement of securities in line with the Objects of the Issue.

Post the above allotment of securities, the Paid up Share Capital of the Company as at 31^st March, 2023 stood at H 925,94,84,960 (Rupees Nine Hundred 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 H 10 each totaling to H 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 H 10 each of the Company totaling to H 600,00,00,000 (Rupees Six Hundred Crore only).

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, the Company made the following allotment of debentures on private placement basis which are listed on BSE:

• 990 - 9.75% Rated, Listed, Secured, Redeemable, Non

Convertible Debentures of H 10,00,000 (Rupees Ten Lakh only) each aggregating H 99,00,00,000 (Rupees Ninety Nine Crore only); and

• 750 Senior, Unsecured, Rated, Listed, Redeemable, Guaranteed, Principal Protected, Senior, Market-linked Non-Convertible Debentures of H 10,00,000 (Rupees Ten Lakh only) each aggregating H 75,00,00,000 (Rupees Seventy Five Crores only).

5. INITIAL PUBLIC OFFER BY INOX GREEN ENERGY SERVICES LIMITED

During the year, Inox Green Energy Services Limited (IGESL), a material subsidiary of the Company, successfully made an initial public offer of equity shares comprising of fresh issue of equity shares aggregating upto H 3,700 million (“Fresh Issue”) and an offer for sale of equity shares aggregating upto H 3,700 million by the Company (“Offer for Sale” and together with the Fresh Issue, “Offer”) which opened for subscription on 11^th November, 2022 and closed on 15^th November, 2022 (for Anchor Investors, the Offer opened and closed on 10^th November, 2022). IGESL filed the Prospectus dated 17^th November, 2022 with the Registrar of Companies, Gujarat at Ahmedabad (“RoC”) which was taken on record on 18^th November, 2022 by the RoC. In connection with the Offer, IGESL on 18^th November, 2022 made an allotment of 113,846,152 equity shares at an Offer price of H 65 per equity share, including a share premium of H 55 per Equity Share. While 56,923,076 equity shares were allotted under the Fresh Issue portion of the Offer, 56,923,076 equity shares held by the Company were transferred under the Offer for Sale portion of the Offer. Post the allotment of shares under IPO by IGESL, the shareholding of the Company in IGESL got reduced from 93.84% to 56.04%. The equity shares of IGESL got listed on BSE Limited and National Stock Exchange of India Limited with effect from 23^rd November, 2022.

6. 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”/ “Promoter & Holding Company”/ “Transferor Company”) into Inox Wind Limited (“IWL”/ “Company”/“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.

Based on the reports of the independent valuers, the Board has approved swap ratios for the proposed amalgamation as below:

• 158 equity shares of face value of H 10 per share of IWL to be issued for every 10 equity shares of face value of H 10 per share of IWEL.

• 158 share warrants of IWL with an issue price of H 54 each to be issued for every 10 share warrants of IWEL with an issue price of H 847 each.

7. DIVIDEND

No dividend has been recommended by the Board of Directors for the Financial Year ended 31^st March, 2023.

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://www.inoxwind.com/ wp-content/uploads/2017/02/IWL%20-%20Dividend%20 Distribution%20Policv%20-%2021012017.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

The Company on 27^th April, 2022 timely transferred an amount aggregating H 5,04,275 pertaining to the unclaimed share application money received for allotment of shares under the initial public offer of the Company in 2015 and due for refund along with interest accrued thereon 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 was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Shri Vineet Valentine Davis (DIN: 06709239) was reappointed as a Whole-time Director of the Company for a period of 1 (one year) w.e.f. 19^th May, 2022. His reappointment as a Whole-time Director of the Company was approved by the Members of the Company in their 9^th Extra-Ordinary General Meeting held on 13^th May, 2022. He resigned from the office of Whole-time Director and Director of the Company w.e.f. 25^th November, 2022 due to personal reasons.

Shri Devansh Jain (DIN: 01819331) was re-appointed as a Whole-time Director of the Company for a period of 5 (five) years w.e.f. 1^st November, 2022. His re-appointment as a Whole-time Director of the Company was approved by the Members in their 13^th AGM held on 28^th September, 2022.

Shri Manoj Shambhu Dixit (DIN: 06709232) was appointed as an Additional Director and further as a Whole-time Director of the Company for a period of 2 (two) years w.e.f. 3^rd December, 2022. Simultaneously, he was designated as a Key Managerial Personnel of the Company. His appointment as a Director and Whole-time Director of the Company was approved by the Members of the Company through Postal Ballot on 21^st Januray, 2023.

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

Shri Mukesh Manglik (DIN: 07001509) 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://www.inoxwind.com/wp-content/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 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).

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 2022-23. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 10^th February, 2023 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 8 (Eight) 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 31^st March, 2023, 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://www.inoxwind.com/wp-content/ 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 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 the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations. During the Financial Year under review, the Company entered into certain transactions with Related Parties which could be considered material in accordance with the said Policy on which approval of the Shareholders under the Regulation 23 of the SEBI Listing Regulations by way of an Ordinary Resolution was 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 subsection (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.

During the year under review, Inox Green Energy Services Limited (IGESL), a subsidiary company, sold its entire equity shareholding held in its wholly owned subsidiaries, Special Purpose Vehicles, as detailed below, which successfully commissioned 50 MW each, out of the total 250 MW which it had successfully won under the Tranche 1 of Solar Energy Corporation of India Limited''s (SECI -1) bids for wind power projects at Dayapar, Gujarat connected on the central grid:

• Wind Two Renergy Private Limited (‘WTRPL'') to Torrent Power Limited, a part of Torrent Group, on 30^th July, 2022. Accordingly, WTRPL ceased to be a subsidiary of IGESL and in turn step down subsidiary of the Company w.e.f. 30^th July, 2022;

• Wind One Renergy Limited (‘WORL''), Wind Three Renergy Limited (‘WTRL'') and Wind Five Renergy Limited (‘WFRL'') to Adani Green Energy Limited, a part of Adani Group, on 7^th October, 2022. Accordingly, WORL, WTRL and WFRL ceased to be subsidiaries of IGESL and in turn step down subsidiaries of the Company w.e.f. 7^th October, 2022.

During the year under review, IGESL acquired a majority stake of 51% equity shares in the share capital of I-Fox Windtechnik India Private Limited (‘I-Fox''). Accordingly, I-Fox become a subsidiary of IGESL and in turn a step down subsidiary of the Company w.e.f. 24^th February, 2023.

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 9^th AGM held on 12^th July, 2018 had appointed M/s. Dewan P. N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N) (“DPNC”) as Independent Auditors of the Company to hold office from the conclusion of 9^th AGM until the conclusion of 14^th AGM.

The Board of Directors of the Company, based on the recommendation of the Audit Committee, at their Meeting held on 29^th July, 2023 recommended the re-appointment of DPNC as Independent Auditors of the Company for a second term of five consecutive years to hold office from the conclusion of the 14^th AGM till the conclusion of the 19^th AGM of the Company.

Accordingly, a resolution seeking Members'' approval for the re-appointment of M/s. Dewan P.N. Chopra & Co. as the Independent Auditors of the Company has been included in the Notice convening the 14^th AGM.

26. 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 2023-24 on a remuneration of H 2,00.000 (Rupees Two Lakhs 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 2021-22 is as follows.

Financial Year	2021-22
Due date of filing of Cost Audit Report	11th September, 2022
Actual date of filing of Cost Audit Report	09th September, 2022

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 had appointed M/s. J.K. Gupta & Associates, Company Secretaries, New Delhi to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report given by M/s. J.K. Gupta & Associates, in Form MR-3, for the Financial Year 2022-23 is annexed to this report as Annexure B. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report except that there was instance of non-compliances of Regulations 33(3) (a), 52(4) and 54(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter and half year ended on 30^th September, 2022 which were not made within the stipulated time. The Company made the default good on 2^nd December, 2022 and also paid fine as levied by the Stock Exchanges.

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

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

31. BUSINESS RESPONSIBILITY ANDSUSTAINABILITY 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.

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/wp-content/ uploads/2023/08/Form MGT 7 2023.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 comprises of Shri Devansh Jain and Shri Manoj Shambhu Dixit, Non Independent Directors and Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company; www.inoxwind.com which can be viewed at https://www.inoxwind.com/wp-content/uploads/2021/07/ CSR-Policy-amended-25062021.pdf. The report on CSR activities of the Company for the financial year ended 31^st March, 2023 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 in Para 6 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. During the year under review, no case was admitted against the Company under Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016).

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.

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Mar 31, 2018

The Directors take pleasure in presenting to you their Ninth Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2018.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2017-18:

Sr.No.	Particulars	Consolidated		Standalone
		Rs. in Lakhs		Rs. in Lakhs
		2017-18	2016-17	2017-18	2016-17
I	Revenue from Operations	47,984	3,41,500	21,243	2,86,322
II	Other income	2,565	8,410	3,441	12,047
III	Total Revenue Income (I II)	50,549	3,49,910	24,684	2,98,369
IV	Total Expenses	78,595	3,07,229	48,647	2,63,576
V	Share of Profit/(Loss) of associates	(2)	-	-	-
VI	Profit/(Loss) before tax (III - IV V)	(28,048)	42,681	(23,963)	34,793
VII	Total Tax expense	(9,286)	12,351	(8,246)	9,161
VIII	Profit/(Loss) for the year (VI - VII)	(18,762)	30,330	(15,717)	25,632
IX	Other comprehensive income	231	(53)	178	(54)
X	Total other comprehensive income (VIII IX)	(18,531)	30,277	(15,539)	25,578

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis 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 2017-18 have been prepared in accordance with the 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 subsidiary companies and associates, 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 2017-18 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. DIVIDEND

With a view to finance the Company’s ongoing projects and considering future plans, no dividend has been recommended by the Board of Directors for the year ended 31^st March, 2018.

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; www.inoxwind.com.

4. TRANSFER TO RESERVES

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

5. MINIMUM PUBLIC SHAREHOLDING

The Company has complied with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules,1957 read with Regulation 38 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the manner as specified by the Board as Gujarat Fluorochemicals Limited, the Promoter of the Company and other Promoter Group entities, had made an Offer for Sale (“OFS”) through stock exchange mechanism and disinvested 2,35,61,331 equity shares of face value of Rs.10/- each representing 10.62% of the total paid up equity share capital of the Company. Accordingly, post OFS, the Promoter and Promoter Group’s Shareholding in the Company reduced from 85.62% to 75% of the total equity share capital of the Company with effect from 22^nd March, 2018.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Appointment of Shri Deepak Asher (DIN: 00035371) who retires by rotation and being eligible, offers himself for reappointment.

Re-appointment of Shri Rajeev Gupta (DIN: 01773304) as Whole-time Director of the Company for a period commencing from 1^st April, 2018 to 18^th May, 2018, as he resigned from the Directorship of the Company, due to health issues, with effect from 18^th May, 2018.

Appointment of Shri Kailash Lal Tarachandani, Chief Executive Officer (CEO) (DIN: 06388564) as Whole-time Director & CEO of the Company for a period of one year with effect from 19^th May, 2018.

Re-appointment of Shri Shanti Prashad Jain (DIN: 00023379) and Shri V. Sankaranarayanan (DIN: 01184654), Independent Directors of the Company for a second term of five years, both with effect from 1^st April, 2019.

Necessary Resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to regulation 36(3) of the Listing Regulations are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

7. NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed to this report as Annexure A. The Policy of Nomination and Remuneration Committee as approved by the Board may be accessed on the Company’s website at the link: http://www.inoxwind.com/wp-content/uploads/2014/11/Nomination Remuneration Policy IWL.pdf

8. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) the Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

10. 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 2017-18. Further, based on the feedback received by the Company, the Nomination and Remuneration Committee at its Meeting held on 2^nd February, 2018 had 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 and the Board of Directors of the Company at its Meeting held on 2^nd February, 2018 noted that the performance of Board, Committees of the Board and Individual Directors and Chairperson (including Chairperson, CEO and Independent Directors) is evaluated as highly satisfactory by this evaluation process.

11. MEETINGS OF THE BOARD

During the year under review, the Board met Five 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.

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

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

i. in the preparation of the Annual Accounts for the financial year ended 31^st March, 2018, 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 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.

13. 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. 7, 37 and 46 to the Standalone Financial Statements of the Company.

14. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 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 Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company’s website at the link:http://www.inoxwind.com/wp-content/ uploads/2014/11/Policy-on-Materiality-of-Related-Party-Transactions-IWI.pdf

All transactions entered with Related Parties for the year under review were on arm’s length basis. Hence, disclosure in Form AOC-2 is not required to be annexed to this Report

15. DEPOSITS

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

16. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

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

The Report on the performance and financial position of each of the Subsidiaries of the Company is annexed to this report 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 B.

17. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with its size and nature of its business and is operating satisfactorily. 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.

18. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications or adverse remarks 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.

19. INDEPENDENT AUDITORS

The Members at their 6^th Annual General Meeting (AGM) held on 19^th September, 2015 had appointed M/s. Patankar 6 Associates, Chartered Accountants, Pune as Independent Auditors of the Company from the conclusion of 6^th AGM until conclusion of 11^th AGM. However, they have expressed their inability to continue as Independent Auditors of the Company from the conclusion of the ensuing 9^th AGM due to time constraints caused by their other commitments and engagements. The Board, based on recommendation of the Audit Committee, has recommended to the Members the appointment of M/s. Dewan P.N. Chopra & Co., Chartered Accountants (Firm Registration No. 000472N) as Independent Auditors of the Company to hold office from 9^th AGM till the conclusion of 14^th AGM.

Accordingly, a resolution seeking Members’ approval for the appointment of M/s. Dewan P.N. Chopra & Co. as the Independent Auditors of the Company is included in the Notice convening the 9^th AGM.

The Independent Auditors, M/s. Dewan P.N. Chopra & Co, Chartered Accountants have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act, 2013.

20. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment 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 Company has re-appointed M/s. Jain Sharma and Associates, Cost Auditors (Firm Registration No. 000270) to audit the cost records maintained by the Company for Financial Year 2017-18 on a remuneration of Rupees 1,87,000 (Rupees One Lakh and Eighty Seven 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 was included in the Notice convening the Eigth Annual General Meeting.

Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 2016-17 is as follows.

Financial Year :	2016-17
Due Date of Filing Cost Audit Report:	30th September, 2017
Date of Filing Cost Audit Report:	15th September, 2017

21. 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 Board had appointed M/s. J.K. Gupta & Associates, Company Secretaries, Delhi (Firm’s Registration No. S1996DE017300) to conduct Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report given by M/s. J.K. Gupta & Associates in Form MR-3 which has no qualifications is annexed to this report as Annexure C.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

23. 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 Auditor’s Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

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

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

24. EXTRACT OF 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 extract of Annual Return as provided in Form MGT -9 is annexed to this report as Annexure D.

25. 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 E.

26. PARTICULARS OF EMPLOYEES

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 is annexed to this report.

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 F.

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 as required under Rules 5 (2) and 5(3) of the Companies (Appointment of Managerial Personnel and Remuneration) Rules, 2014 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.

27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Devansh Jain, Non Independent Director, Shri Kailash Lal Tarachandani, Non Independent Director and Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.inoxwind.com/wp-content/uploads/2014/11/CSR-Policy-Inox-Wind-limited.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as Annexure G.

28. 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: 14001:2004 (Environment Management System) and certification of OHSAS 18001:2007 (Occupational Health and Safety Management System) for its Una and Rohika Units. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

29. INSURANCE

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

30. RISK MANAGEMENT

The Board of Directors of the Company at its Meeting held on 4^th November, 2017 approved the Enterprise Risk Management (ERM) Framework of the Company which is derived from COSO ERM - Aligning Risk with Strategy and Performance 2016 (Draft) framework established by committee of sponsoring organizations. Accordingly, Enterprise Risk Management is “The culture, capabilities, and practices, integrated with strategy-setting 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 at its Meeting held on 18^th May, 2018 approved Enterprise Risk Register, Risk Reporting and its Monitoring system. In the Board’s view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

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

The Company has in place Prevention, Prohibition and Redressal of 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 following is the summary of sexual harassment complaints received and disposed off during the financial year 2017-18.

No. of Complaints Received Nil

No. of Complaints disposed off Not Applicable

32. 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 or 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.

33. 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.

34. 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.

By Order of the Board of Directors

Devansh Jain Siddharth Jain

Place : Noida Whole-time Director Director

Date: 11^th June, 2018 DIN: 01819331 DIN: 00030202

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Mar 31, 2017

The Directors take pleasure in presenting to you their Eighth Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2017.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2016-2017:

Sr. No.	Particulars	Consolidated		Standalone
		Rs, in Lakh		Rs, in Lakh
		2016-17	2015-16	2016-17	2015-16
I Revenue from Operations		341,500	445,067	286,322	387,976
II	Other income	8,410	4,849	12,047	8,308
III	Total Revenue Income (I II)	349,910	449,916	298,369	396,284
IV	Net Expenses	307,229	384,976	263,576	329,921
V	Profit before tax (III - IV)	42,680	64,940	34,792	66,363
VI	Total Tax expense	12,351	18,823	9,161	18,717
VII	Profit/(Loss) for the year (V - VI)	30,329	46,117	25,631	47,646
VIII	Other comprehensive income	(53)	(6)	(54)	(4)
IX	Total other comprehensive income (VII VIII)	30,276	46,111	25,577	47,642
X	Opening balance in Retained Earnings	101,905	55,794	104,134	56,492
XI	Amount available for Appropriations	132,231	101,911	129,765	104,138
XII	Amount transferred to Debenture redemption reserve	1,800	-	-	-
XIII	Closing balance of Retained Earnings	130,437	101,905	129,763	104,134

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

2. CONSLOLIDATED 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 2016-17 have been prepared in accordance with the 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 subsidiary 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 2016-17 shall be laid before the Annual General Meeting for approval of the Members of the Company.

3. DIVIDEND

With a view to finance the Company''s ongoing projects and considering future plans, no dividend has been recommended by the Board of Directors for the financial year ended 31^st March, 2017.

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; www.inoxwind.com.

4. TRANSFER TO RESERVES

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Appointment of Shri Siddharth Jain (DIN: 00030202) who retires by rotation and being eligible, offers himself for reappointment.

Re-appointment of Shri Devansh Jain (DIN: 01819331) as Whole-time Director of the Company for a further period of five years with effect from 1^st November, 2017 and Shri Rajeev Gupta (DIN: 01773304) as Whole-time Director of the Company for a further period of one year with effect from 1^st April, 2017.

During the year under review, Shri Venkatanarayanan Sankaranarayanan (DIN: 01184654) was appointed as an Independent Director of the Company with effect from 2^nd September, 2016 to fill up the casual vacancy caused by the resignation of Dr. S. Rama Iyer, to hold office till the original term of Dr. S. Rama Iyer i.e. upto 31^st March, 2019.

Necessary Resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to Clause 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

During the year under review, Shri Jitendra Mohananey was appointed as Chief Financial Officer of the Company with effect from 30^th May, 2016. Further, Ms. Shubha Singh, Company Secretary of the Company has resigned from the Company with effect from 2^nd July, 2016 and Shri Deepak Banga was appointed as Company Secretary and Compliance Officer of the Company with effect from 2^nd September, 2016. There is no change in the other Key Managerial Personnel of the Company.

6. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is annexed to this report as Annexure A.

7. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) the Companies Act, 2013 read with the Schedules and Rules made there under as well as Regulation 16 of Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Details of Familiarization Programme for Independent Directors is given in the Corporate Governance Report.

9. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under, Regulation 17 (10) of the Listing Regulations and the circular issued by SEBI dated 5^th January, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the annual performance of the Directors/Board/Committees was carried out for the Financial Year 2016-17.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report

10. MEETINGS OF THE BOARD

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

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

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

i. in the preparation of the Annual Accounts for the financial year ended 31^st March, 2017, 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 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.

12. 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 Notes No. 9, 38 and 52 to the Standalone Financial Statements of the Company.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board, as per the provisions of Section 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 Listing Regulations. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.inoxwind.com/wp-content/ uploads/2014/11/Policy-on-Materiality-of-Related-Party-Transactions-IWL.pdf

All transactions entered with Related Parties for the year under review were on arm''s length basis. Hence, disclosure in Form AOC-2 is not required to be annexed to this Report.

14. DEPOSITS

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

15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

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

The Report on the performance and financial position of each of the Subsidiaries of the Company is annexed to this report 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 B.

16. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal 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 Auditor''s of the Company.

17. INDEPENDENT AUDITOR’S REPORT

There are no reservations, qualifications or adverse remarks 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.

18. INDEPENDENT AUDITOR’S

The Members at their 6^th Annual General Meeting held on 19^th September, 2015 had appointed M/s Patankar & Associates, Chartered Accountants, Pune as Independent Auditor''s of the Company from the conclusion of 6^th Annual General Meeting until conclusion of 11^th Annual General Meeting.

The Members at their 7^th Annual General Meeting held on 22^nd September, 2016 had ratified the appointment of Independent Auditor''s of the Company from the conclusion of 7^th Annual General Meeting until the conclusion of 8^th Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their Meeting held on 12^th May, 2017 recommended to the Members to ratify their appointment as Independent Auditor''s of the Company from the conclusion of the 8^th Annual General Meeting until the conclusion of 9^th Annual General Meeting. Accordingly, a resolution seeking members'' ratification for the appointment of the Statutory Auditors is included in the Notice convening the Annual General Meeting.

The Independent Auditors, M/s. Patankar & Associates, Chartered Accountants, Pune (Firm Registration No. 107628W) have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 and they satisfy the criteria laid down in Section 141 of the Companies Act, 2013.

19. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment 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 Company has re-appointed M/s Jain Sharma and Associates, Cost Auditors (Firm Registration No. 000270 ) to audit the cost audit records maintained by the Company for Financial Year 2016-17 on a remuneration of Rupees 1,87,000 (Rupees One Lakh and Eighty

Seven 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 was included in the Notice convening the Seventh Annual General Meeting.

Particulars of Cost Audit Report submitted by M/s. Jain Sharma and Associates, Cost Auditors in respect of Financial Year 2015-16 is as follows.

Financial Year :	2015-16
Due Date of Filing Cost Audit Report:	30th September, 2016
Date of Filing Cost Audit Report:	9th September, 2016

20. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s NSP & Associates, Company Secretaries to conduct Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report given by M/s NSP & Associates in Form MR-3 which has no qualifications is annexed to this report as Annexure C.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

22. 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 Auditor''s Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

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

23. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility 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 available on the website of the Company www.inoxwind.com.

24. EXTRACT OF 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 extract of Annual Return as provided in Form MGT -9 is annexed to this report as Annexure D.

25. 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 E.

26. PARTICULARS OF EMPLOYEES

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 is annexed to this report.

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 F.

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.

27. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Corporate Social Responsibility (CSR) Committee of the Company comprises of Shri Devansh Jain, Non Independent Director, Shri Rajeev Gupta, Non Independent Director and Shri Shanti Prashad Jain, Independent Director of the Company. The CSR Policy of the Company is disclosed on the website of the Company which can be viewed at http://www.inoxwind.com/wp-content/uploads/2014/11/CSR-Policy-Inox-Wind-Limited.pdf. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report as AnnexureG.

28. 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: 14001:2004 (Environment Management System) and certification of OHSAS 18001:2007 (Occupational Health and Safety Management System) for its Una and Rohika Units. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

29. INSURANCE

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

30. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defined framework. In the Board''s view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

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

The Company has in place Prevention, Prohibition and Redressal of 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.

No. of Complaints Received	Nil
No. of Complaints disposed of	Not Applicable

32. 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 or 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.

33. 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.

34. 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.

By Order of the Board of Directors

Devansh Jain Rajeev Gupta

Place : Noida Whole-time Director Whole-time Director

Date: 9^th August, 2017 DIN: 01819331 DIN: 01773304

---

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting to you their Sixth Annual Report for the Financial Year ended 31st March, 2015.

1. FINANCIAL RESULTS

Following are the working results for the Financial Year 2014-2015:

Rs. in lakhs

Particulars Consolidated

2014-15 2013-14

Net Sales / Income from Operations 2,70,270 1,54,895

Other operating Income 723 1,786

Total Income from Operations 2,70,993 1,56,681

Less: Total Expenses 2,27,285 1,40,214

Profit from operations before other 43,708 16,467 income and finance cost

Add: Other Income 1,430 913

Less: Finance Cost 6,225 4,600

Profit from ordinary activities before 38,913 12,780 Taxation

Provision for Taxation 9,271 (448)

Net Profit / (Loss) for the year 29,643 13,228

Profit brought forward from earlier year 22,749 25,521

Less: Utilised for issue of bonus shares - 16,000

Less: Adjustment on account of carrying 9 - amount of fixed assets as at 1st April, 2014, net of deferred tax

Balance as at end of year 52,383 22,749

Rs. in lakhs

Particulars Standalone

2014-15 2013-14

Net Sales / Income from Operations 2,47,719 1,37,911

Other operating Income 711 1,774

Total Income from Operations 2,48,430 1,39,685

Less: Total Expenses 2,02,226 1,22,362

Profit from operations before other 46,204 17,323 income and finance cost

Add: Other Income 4,096 1,959

Less: Finance Cost 6,255 4,632

Profit from ordinary activities before 44,045 14,650 Taxation

Provision for Taxation 10,890 158

Net Profit / (Loss) for the year 33,157 14,492

Profit brought forward from earlier year 23,741 25,249

Less: Utilised for issue of bonus shares - 16,000

Less: Adjustment on account of carrying 9 - amount of fixed assets as at 1st April, 2014, net of deferred tax

Balance as at end of year 56,889 23,741

Detailed analysis of the Financial and Operational Performance of the Company has been given in the Management Discussion and Analysis annexed to this Report.

2. CONSLOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statements for the Financial Year 2014-15 are provided in the Annual Report.

3. DIVIDEND

With a view to finance the Company's ongoing projects and considering future expansion plans, no dividend has been recommended by the Board of Directors for the year ended 31st March, 2015.

4. DIRECTORS

Shri Rajeev Gupta (DIN: 01773304) retires by rotation and being eligible, offer himself for re-appointment.

The Board of Directors had appointed Shri Chandra Prakash Jain (DIN: 00011964) and Ms Bindu Saxena (DIN: 00167802) as Independent Directors of the Company for a period of five (5) consecutive years with effect from 21st October, 2014 subject to approval of Members at the ensuing Annual General Meeting.

The Company has received Notices in writing from a Member proposing the candidature of Shri Chandra Prakash Jain and Ms Bindu Saxena for the office of Director.

The Company has received declarations from Shri Chandra Prakash Jain and Ms Bindu Saxena that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Further, the Board of Directors had re-appointed Shri Rajeev Gupta (DIN: 01773304) as a Whole-time Director of the Company for a period of one year with effect from 01st April, 2015 subject to approval of the Members at the ensuing Annual General Meeting.

Necessary resolutions in respect of Directors seeking appointment / re-appointment and their brief resume pursuant to Clause 49 of the Listing Agreement are provided in the Notice of the Annual General Meeting forming part of this Annual Report.

5. NOMINATION AND REMUNERATION POLICY

The Board of Directors of the Company has, on recommendation of the Compensation, Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. The contents of the Policy are stated in the Corporate Governance Report.

6. INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

7. FAMILIARISATION PROGRAMME FOR INDPENDENT DIRECTORS

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

8. BOARD EVALUATION

All Independent Directors at their meeting held on 17th January, 2015 had evaluated performance of Non-Independent Directors, Chairman of the Company and Board as a whole in accordance with evaluation mechanism approved at the said meeting. Further, the Board of Directors at its meeting held on 17th January, 2015 had evaluated performance of Independent Directors in accordance with the evaluation mechanism approved at the said meeting. These evaluations are done as per the requirements laid down in Section 149 of the Companies Act, 2013 read with Schedule IV to the said Act and Clause 49 of the Listing Agreement. The performance of Directors was evaluated based on the parameters such as Qualifications, Experience, Personal attributes like Honesty & Integrity, Independence, Professional Skills, Contribution to Board Meetings, etc. while the performance of the Board was evaluated based on the parameters such as Policies and Procedures followed, Qualification & Experience of Board Members, Composition of Board, Diversity on the Board, Board Meetings and Committee Meetings, Corporate Governance, etc. A structured questionnaire was prepared covering the above areas of competencies and was given to each Director. Feedback received from the Directors reflected high satisfactory performance.

9. MEETINGS OF THE BOARD

During the year under review, the Board met eight 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 Clause 49 (D) of the Listing Agreement.

10. 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, the applicable Accounting Standards have been followed and there are no material departures from the requirements of the Accounting Standards;

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 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.

11. key managerial personnel

In terms of Section 203 of the Companies Act, 2013, the Company has designated Shri Devansh Jain and Shri Rajeev Gupta, Whole-time Directors, Shri Kailash Lal Tarachandani, Chief Executive Officer, Shri Raju Kaul, Chief Financial Officer and Ms Ranju Goyal, Company Secretary, as Key Managerial Personnel of the Company.

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

Particulars of loans given and investments made are alongwith the purpose for which the loan is proposed to be utilized by the recipient provided in the Standalone Financial Statement of the Company. The Company has not given any guarantees or provided any security in connection with a loan taken by other party.

13. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the year under review with Related Parties are approved by the Audit Committee and/or Board and/or Shareholders, as per the provisions of Section 188 of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. During the year under review, the Company had not entered into any contract / arrangement / transaction with Related Parties which could be considered material in accordance with the Policy of the Company on materiality of Related Party Transactions.

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: http://www.inoxwind.com/wp-content/uploads/2014/11/Policy-on-Materiality -of- Related-Party-Transactions-IWL.pdf

All transactions entered with Related Parties for the year under review were on arm's length basis. Further, there are no material related party transactions during the year under review. Hence disclosure in Form AOC-2 is not required.

14. DEPOSITS

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

15. SUBSIDIARY COMPANIES INCLUDING JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has following Subsidiaries:

a) INOX WIND INFRASTRUCTURE SERVICES LIMITED

Inox Wind Infrastructure Services Limited is an unlisted Subsidiary of the Company engaged in the business of providing Erection, Procurement & Commissioning ("EPC"), Operations & Maintenance ("O & M") for Wind Turbine Generators and Common Infrastructure Facilities services for Wind Farm Projects.

b) MARUT SHAKTI Energy INDIA LIMITED

Marut-Shakti Energy India Limited is an unlisted step-down Subsidiary of the Company engaged in the business of development of Wind Farm Projects.

The Report on the performance and financial position of each of the Subsidiaries of the Company is annexed to this report 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)

The Audited Financial Statement of the subsidiaries of the Company are placed on the website of the Company and a copy will be provided to the Shareholder/s on request as per Section 136 of the Companies Act, 2013.

There are no joint ventures or associate companies.

16. INTERNAL FINANCIAL CONTROLS

The Company has adequate internal 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.

17. INDEPENDENT AUDITORS' REPORT

There are no reservations, qualifications or adverse remarks 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.

18. STATUTORY AUDITORS

Members are requested to appoint Auditors from the conclusion of the 6th Annual General Meeting until the conclusion of 11th Annual General Meeting and to fix, or authorise the Board to fix, their remuneration. The Auditors, M/s. Patankar & Associates, retire and are eligible for re-appointment. They have confirmed that their appointment, if made, will be in accordance with Section 139 of the Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014 and they satisfies criteria laid down in Section 141 of the Companies Act, 2013.

19. COST AUDITORS

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment 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 Company has appointed M/s Aseem Jain and Associates, Cost Auditors (Membership no M/18592) to audit the cost audit records maintained by the Company for Financial Year 2015-16 on a remuneration of Rs. 1,87,000 (Rs. One Lakh and Eighty Seven Thousands 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 Aseem Jain and Associates, Cost Auditors is included at Item No. 7 of the Notice convening the Annual General Meeting.

Particulars of Cost Audit Report Submitted by M/s. Aseem Jain and Associates, Cost Auditors in respect of Financial Year 2013-14 is as follows.

Financial Year : 2013-14

Due Date of Filing Cost Audit Report: 27th September, 2014

Date of Filing Cost Audit Report: 28th August, 2014

20. 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, 2013, the Company has appointed M/s Dayal & Maur, a firm of Practising Company Secretaries to conduct Secretarial Audit of the Company. The Secretarial Audit Report given by M/s Dayal & Maur in form no MR-3 is annexed to this report (As Annexure E). The Secretarial Audit Report has no qualifications except that the Company held its AGM beyond the period prescribed under Section 96 of the Companies Act, 2013. However the Company has filed an application to Company Law Board, Noida Bench, for condonation of delay.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate Section forming part of this Annual Report.

22. CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance is annexed to this report.

In compliance with the requirements of Clause 49(IX), a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

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

23. EXTRACT OF ANNUAL RETURN

In terms of Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules, 2013, the extract of Annual Return as provided in form no MGT -9 is annexed to this report (As Annexure B).

24. 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 C).

25. 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 F).

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 may write to the Company Secretary at the Registered Office of the Company.

26. CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES

During the year under review, the Company has constituted CSR Committee and adopted CSR Policy, details of which are provided in the Corporate Governance Report. The report on CSR activities as per Companies (Corporate Social Responsibility) Rules, 2014 is annexed to this Report (As Annexure D).

27. 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 OHSAS 18001:2007 (Occupational Health and Safety Management System) for its Una and Rohika Units. Health of employees is being regularly monitored and environment has been maintained as per statutory requirements.

28. INSURANCE

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

29. RISK MANAGEMENT

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures to review key elements of risks viz Regulatory and Legal, Competition and Financial involved and measures taken to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company. For further details, please refer to the Management Discussion and Analysis Report annexed to this report.

30. INFORMATION UNDER THE SEXUAL HARRASSMENT 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 following is the summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of Complaints Received NIL

No. of Complaints disposed of Not Applicable

31. 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

During the Year the Initial Public Offer of the Company was opened for subscription on 18th March, 2015 and closed on 20th March, 2015, for the total size of 3,19,18,226 (Three Crores Nineteen Lakhs Eighteen Thousand Two Hundred Twenty Six) Equity Shares of face value of Rs. 10 each, comprising of a fresh issue to the public of 2,19,18,226 Equity Shares of Rs. 10 each and an Offer for Sale of 1,00,00,000 Equity Shares by Gujarat Fluorochemicals Limited, the Promoter Company. The Issue of the Company was oversubscribed by 18.57 times. The Company allotted 2,19,18,226 Equity Shares of Rs. 10 each on 30th March 2015. Thus, the Paid-up Share Capital of the Company is increased from Rs. 200,00,00,000 to Rs. 221,91,82,260.

Subsequent to the above, BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) had admitted 22,19,18,226 Equity Shares of Rs. 10 each of the Company for Listing and Trading in electronic form at BSE and NSE with effect from 09th April, 2015. In view of this, the status of the Company is changed from Unlisted to Listed Company after the close of the year under view.

Except above, 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 the report.

32. 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 significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

33. 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.

By Order of the Board of Directors

Noida Deepak Asher Devansh Jain 27th July, 2015 Director Whole-time Director